A Trustee that is independent within the meaning of NI 58–101. An Independent Trustee is one who is not an employee or executive officer of Dream Industrial REIT and who is free from any direct or indirect relationship which could, in the view of the Board, be reasonably expected to interfere with independent judgment.

The Audit Committee is responsible for monitoring Dream Industrial REIT’s systems and procedures for financial reporting and internal controls and the performance of Dream Industrial REIT’s external auditors. It is responsible for reviewing certain public disclosure documents prior to their approval by the full Board and release to the public including, among others, Dream Industrial REIT’s quarterly and annual financial statements and management’s discussion and analysis. The Audit Committee is also responsible for recommending to the Board the firm of chartered professional accountants to be nominated for appointment as the external auditor, and for approving the assignment of any non-audit work to be performed by the external auditor. The Audit Committee meets regularly in private session with Dream Industrial REIT’s external auditors and internal audit function, without management present, to discuss and review specific issues as appropriate.

Applicable law and the Declaration of Trust requires the Board to have an Audit Committee consisting of at least three Trustees, each of whom must be independent and “financially literate” within the meaning of NI 52-110.

The full responsibilities of the Audit Committee are set out in a written charter, which is reviewed annually by the Board. The charter is available for review under the Charters and Policies section.

The Governance, Compensation and Environmental Committee, in consultation with the Chair of the Board, is responsible to:

• assess from time to time the size and composition of the Board and its committees;
• review the effectiveness of the Board’s operations and its relations with management;
• assess the performance of the Board, its committees and individual Trustees;
• review Dream Industrial REIT’s statement of corporate governance practices;
• developing, recommending, implementing and assessing Dream Industrial REIT’s approach to environmental, social and governance matters; and
• review and make recommendations to the Board with respect to the compensation of Trustees and any officers of Dream Industrial REIT who are not employed by Dream Industrial REIT’s external asset manager.

The full responsibilities of the Governance, Compensation and Environmental Committee are set out in a written charter, which is reviewed annually by the Board. The charter is available for review under the Charters and Policies section.