-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SNP/qHNhy3R+vNSLIlIRZeTWZtfvj+4+5S2XkTcnIY0BKVkMh1re9Ey4kDTIkPpv 6VkumMZqvw3A0dt5HYReSA== 0001116679-02-001940.txt : 20021224 0001116679-02-001940.hdr.sgml : 20021224 20021224110951 ACCESSION NUMBER: 0001116679-02-001940 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20021219 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021224 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEXINGTON CORPORATE PROPERTIES TRUST CENTRAL INDEX KEY: 0000910108 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 133717318 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12386 FILM NUMBER: 02868196 BUSINESS ADDRESS: STREET 1: 355 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2126927260 MAIL ADDRESS: STREET 1: 355 LEXINGTON AVE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: LEXINGTON CORPORATE PROPERTIES INC DATE OF NAME CHANGE: 19930816 8-K 1 lex8k.txt DECEMBER 19, 2002 SECURITIES AND EXCHANGE COMMISION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2002 LEXINGTON CORPORATE PROPERTIES TRUST ------------------------------------ (Exact Name of Registrant as specified in its charter) Maryland 1-12386 13-3717318 -------- ------- ---------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 355 Lexington Avenue, New York, New York 10017 ---------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: --------------------------------------------------- (212) 692-7260 Not Applicable -------------- (Former name or former address, if changed since last report) Item 5. Other Events. On December 19, 2002, the Board of Trustees of Lexington Corporate Properties Trust (the "Trust") approved and adopted, and the Trust hereby files, the following corporate governance documents: i. Corporate Governance Guidelines ii. Code of Ethics and Business Conduct iii. Amended and Restated Audit Committee Charter iv. Compensation Committee Charter v. Nominating and Governance Committee Charter vi. Executive Committee Charter Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) not applicable (b) not applicable (c) Exhibits 99.1 Lexington Corporate Properties Trust Corporate Governance Guidelines 99.2 Lexington Corporate Properties Trust Code of Ethics and Business Conduct 99.3 Lexington Corporate Properties Trust Amended and Restated Audit Committee Charter 99.4 Lexington Corporate Properties Trust Compensation Committee Charter 99.5 Lexington Corporate Properties Trust Nominating and Governance Committee Charter 99.6 Lexington Corporate Properties Trust Executive Committee Charter Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. By: Lexington Corporate Properties Trust Date: December 24, 2002 By:/s/ Patrick Carroll ------------------------------------- Patrick Carroll Chief Financial Officer EX-99 3 ex99-1.txt EX 99.1 CORPORATE GOVERNANCE GUIDELINES Exhibit 99.1 LEXINGTON CORPORATE PROPERTIES TRUST ------------------------------------ CORPORATE GOVERNANCE GUIDELINES I. THE MISSION OF THE BOARD OF TRUSTEES The Board of Trustees (the "Board") of Lexington Corporate Properties Trust (the "Trust") represents the interests of the Trust's shareholders in maintaining and growing a successful business, including optimizing consistent long-term financial returns. The Board has a general authority, in its good faith judgment, to use appropriate efforts to (i) ensure that the Trust and its subsidiaries are being managed in such a way to achieve the Trust's objectives, (ii) ensure that the officers of the Trust are fulfilling their responsibilities and are capable of performing their duties and achieving the Trust's objectives, (iii) regularly monitor the effectiveness of the policies and decisions of the officers of the Trust, including the implementation and execution of their strategies, and (iv) ensure that the employees, officers and Trustees of the Trust comply with all legal and regulatory requirements and encourage them to adhere to the highest ethical standards in the performance of their duties. Trustees must perform their duties keeping in mind their primary fiduciary duty to the shareholders and the Trust. That duty includes the obligation to ensure that the Trust's disclosures contain accurate information that fairly present the Trust and its operations to shareholders and the public in conformity with applicable laws, rules and regulations. In addition to its obligations to pursue improvement of shareholder value, the Board has responsibilities to the Trust's customers, employees, partners and suppliers, and to the communities where it develops and invests. II. SELECTION AND COMPOSITION OF THE BOARD A. Board Membership Criteria ------------------------- The Nominating and Governance Committee is responsible for reviewing with the Board, on an annual basis, the appropriate skills and characteristics required of Board members in the context of the current make-up of the Board and its committees. This assessment should include consideration of issues of judgment, diversity, age, expertise and experience, all in the context of an assessment of the perceived needs of the Board at that point in time. B. Selection and Orientation of New Trustees ----------------------------------------- The Board itself should be responsible, in fact as well as procedure, for selecting its own members and in recommending them for election by the shareholders. The Board delegates the screening process involved to the Nominating and Governance Committee, which committee may take into account, in its sole discretion, the input of the Chairman of the Board (the "Chairman") and/or the Chief Executive Officer(s) (all persons elected to such position at any given time are collectively referred to herein as the "CEO"). All Trustee nominations shall be approved by the Nominating and Governance Committee prior to the submission of such nominations to the Board for its consideration. C. Extending the Invitation to a Potential Trustee to Join the Board ----------------------------------------------------------------- The invitation to join the Board should be extended by the Board itself via communication from the Chairman or the CEO, and the chairperson of the Nominating and Governance Committee. III. BOARD LEADERSHIP A. Selection of the Chairman and the CEO ------------------------------------- The Board should be free to select the Chairman and the CEO in any way that seems best for the Trust at a given point in time. Therefore, the Board does not have a policy, one way or the other, on whether or not the roles of Chairman and CEO should be separate or combined and, if it is to be separate, whether the Chairman should be an employee or be selected from among the non-employee/independent Trustees (the "Independent Trustees"). B. Lead Trustee ------------ The Board shall have a Trustee (the "Lead Trustee") selected by the Independent Trustees who will assume the responsibility of chairing the regularly scheduled executive session meetings of Independent Trustees and other responsibilities which the Independent Trustees as a whole might designate from time to time. Alternatively, the Lead Trustee may be selected, from time to time, in a manner to be determined by the Independent Trustees. The Lead Trustee must be an Independent Trustee. The same person may (but need not) serve as the Chairman of the Nominating and Governance Committee and the Lead Trustee. IV. BOARD COMPOSITION AND PERFORMANCE A. Size of the Board ----------------- The Board has, in recent years, averaged 7 members. However, it is the intention of the Board to increase its size to 9 members, with at least 5 members being Independent Trustees (defined in the manner set forth in Section IV.C. below), within a reasonably short period of time following the adoption of these Guidelines. It is the sense of the Board that the size of the Board should reflect the needs of the business of the Trust from time to time, the required work of the Board and its committees, and the need for specific skills and qualifications for members of the Board and its committees. An odd number of Trustees is desirable but not required. The Board itself shall fix the size of the Board within the limits contained in the Declaration of Trust and the By-Laws of the Trust. B. Mix of Management and Independent Trustees ------------------------------------------ The Board believes that, as a matter of policy, a majority of the members of the Board should be Independent Trustees, and that in any event, the percentage of the Board comprised of Independent Trustees should always be in compliance with the rules and regulations promulgated by the Securities and Exchange Commission (the "SEC"), the listing standards of the New York Stock Exchange (the "NYSE") and any other applicable laws, rules and regulations. -2- C. Definition of What Constitutes Independence for Trustees -------------------------------------------------------- For purposes of defining an "Independent Trustee", the Board will, at a minimum, comply with the requirements set forth in the listing standards of the NYSE and any other standards as may be established by any other applicable law, rule or regulation. The NYSE has recently proposed new listing standards, pursuant to which a Trustee will not be considered independent: a. unless the Board affirmatively determines that the Trustee has no material relationship with the Trust (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Trust); b. if he is, or within the past five years has been (i) employed by the Trust, (ii) employed by or affiliated with a present or former auditor of the Trust, unless five years have passed since either the end of the individual's employment or the end of the auditor's relationship with the Trust, or (iii) part of an interlocking directorate in which an executive officer of the Trust serves on the compensation committee of another company that employs the Trustee; and c. if any person in the Trustee's immediate family satisfies the criteria set forth in (b). In order for the Board to determine whether or not a Trustee has a material relationship with the Trust, the Board shall consider all relevant facts and circumstances, including the Trustee's affiliation with companies, firms, organizations and persons that have a relationship with the Trust, and may from time to time develop specific criteria or a specific methodology for making such determinations. Ownership of a controlling amount of the Trust's equity securities shall not alone be a definitive bar to finding a Trustee independent. A member of the Audit Committee may not receive any compensation from the Trust except for compensation for services on the Board or on a committee of the Board. D. Former Chairman/CEO Board Membership ------------------------------------ It is assumed that when a Chairman or CEO resigns from that position, he/she should submit his/her resignation from the Board at the same time. Whether the individual continues to serve on the Board is a matter for discussion at that time with the new Chairman or CEO and the Board. There should, however, be an opportunity for the Board, via the Nominating and Governance Committee, to review the continued appropriateness of the Board membership under these circumstances. The Board believes this is a matter to be decided in each individual instance. E. Trustees Who Change Their Present Job Responsibility ---------------------------------------------------- It is the sense of the Board that when a Trustee's principal occupation or business association changes substantially from the position he or she held when originally invited to join the Board, the Trustee shall tender a letter of resignation to the Nominating and Governance Committee. The Nominating and Governance Committee will review whether the Trustee's -3- retirement or new occupation is consistent with the specific rationale for originally selecting that individual, the Trust's then-current needs and the guidelines for Board membership. The Nominating and Governance Committee will recommend action to be taken regarding the Trustee's resignation based on (1) the responsibility and type of position and industry involved, in the case of a new position, and (2) the surrounding circumstances, in the case of retirement. The bias of the Nominating and Governance Committee will be to accept the resignation if the basis for originally selecting the individual no longer exists. Independent Trustees are encouraged to limit the number of other boards (excluding non-profit) on which they serve, taking into account potential board attendance, participation and effectiveness on these boards. Independent Trustees should also advise the Chairman and the chairperson of the Nominating and Governance Committee in advance of accepting an invitation to serve on another board. Officers of the Trust should not accept any invitation to serve on the board of another for-profit enterprise unless and until the Board has approved such service. F. Term Limits ----------- The Board does not believe it should establish term limits. While term limits could help ensure that there are fresh ideas and viewpoints available to the Board, they hold the disadvantage of losing the contribution of Trustees who have been able to develop, over a period of time, increasing insight into the Trust and its operations and, therefore, provide an increasing contribution to the Board and the Trust as a whole. As an alternative to term limits, the Nominating and Governance Committee, in conjunction with the CEO, will formally review each Trustee's continuation on the Board every three years, when the Trustee is being considered for reelection. This will also allow each Trustee the opportunity to conveniently confirm his/her desire to continue as a member of the Board. G. Retirement Age -------------- The retirement age for all Trustees elected or appointed to the Board for the first time following adoption of these Guidelines is 75. H. Board Compensation ------------------ It is appropriate for the Nominating and Governance Committee to request an impartial review of the status of Board compensation in relation to other comparable companies. As part of a Trustee's total compensation and to create a direct linkage with the performance of the Trust, the Board believes that a meaningful portion of a Trustee's compensation should be provided and held in common shares or other equity securities of the Trust. Changes in Board compensation, if any, should come at the suggestion of the Nominating and Governance Committee, but with full discussion and concurrence by the Board. I. Executive Sessions of Independent Trustees ------------------------------------------ The Independent Trustees of the Board will meet in executive sessions at least twice per year. These executive sessions will be chaired by the Lead Trustee. The format and -4- agenda of these meetings will be set by the Lead Trustee after consultation with the Independent Trustees. However, any Independent Trustee may add agenda items during any meeting that such Independent Trustee attends. J. Continuing Education -------------------- The Trustees shall participate in continuing education in compliance with applicable NYSE rules and as the Board deems appropriate. K. Assessing the Board's Performance --------------------------------- The Nominating and Governance Committee shall provide to the Board an annual assessment of the performance of the Board and each of its committees. This will be discussed with the full Board. This should be done following the end of each fiscal year and at the same time as the report on Board and committees membership criteria. This assessment should be of the Board's or the committee's contribution as a whole and specifically review areas in which the Board and/or the management believes a better contribution could be made. Its purpose is to increase the effectiveness of the Board and its committees, not to target individual Board members. V. BOARD RELATIONSHIP TO SENIOR MANAGEMENT A. Regular Attendance of Non-Trustees at Board Meetings ---------------------------------------------------- The Board welcomes the regular attendance at each Board meeting of non-Board members who are in the most senior management positions of the Trust, as well as the Secretary of the Trust. Should the Chairman or the CEO want to add additional people as attendees on a regular basis, it is expected that this suggestion would be made to the Board for its concurrence. However, due consideration should be given the suggestion of any Trustee that one or more non- Board members should be excluded from all or any portion of any meeting in order to maximize candor in the conduct of such meeting. B. Board Access to Senior Management --------------------------------- Board members have complete access to the Trust's management. Furthermore, the Board encourages the Trust's management to, from time to time, bring managers into Board meetings who: (a) can provide additional insight into the items being discussed because of personal involvement in these areas, and/or (b) are managers with future potential that the senior management believes should be given exposure to the Board. VI. MEETING PROCEDURES A. Selection of Agenda Items for Board Meetings -------------------------------------------- The Chairman and the CEO will establish the agenda for each Board meeting. They will issue a schedule of agenda subjects to be discussed for the ensuing year at the beginning of each year (to the degree these can be foreseen). Each Board member is free to suggest the inclusion of item(s) on the agenda. -5- B. Board Materials Distributed in Advance -------------------------------------- Information and data that is important to the Board's understanding of the business will be distributed in writing to the Board before the Board meets. Management will make every attempt to see that this material is as brief as possible while still providing the desired information. Management will supply any additional information as any Trustee may request from time to time, and any additional information as the Independent Trustees may request to be supplied on a regular basis. C. Board Presentations ------------------- As a general rule, presentations on specific subjects should be sent to the Board members in advance so that Board meeting time may be conserved and discussion time focused on questions that the Board has about the material. On those occasions in which the subject matter is too sensitive to put on paper, the presentation may be discussed at the meeting. VII. COMMITTEE MATTERS A. Number, Structure and Independence of Committees ------------------------------------------------ From time to time, the Board may want to form a new committee or disband a current committee depending upon the circumstances. The four current committees are (i) Audit, (ii) Compensation, (iii) Nominating and Governance and (iv) Executive. Each committee shall have access to such outside advice as such committee in its sole discretion deems necessary or appropriate, including, but not limited to, attorneys, compensation consultants and/or auditors. The members of the Audit, Compensation and Nominating and Governance Committees shall each meet the independence and experience requirements, if applicable, set forth in the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated by the SEC, the listing standards of the NYSE and any other applicable laws, rules and regulations. B. Assignment and Rotation of Committee Members -------------------------------------------- The Nominating and Governance Committee is responsible, after consultation with the Chairman and with consideration of the desires of individual Board members, for the assignment of Board members to various committees. It is the sense of the Board that consideration should be given to rotating committee members periodically at intervals to be determined with respect to each committee, but the Board does not feel that such a rotation should be mandated as a policy since there may be reasons at a given point in time to maintain an individual Trustee's committee membership for a longer period. C. Frequency and Length of Committee Meetings ------------------------------------------ The chairpersons of each committee, in consultation with the members of their respective committees, will determine the frequency and length of the meetings of the committees in accordance with their respective charters. -6- D. Committee Agenda ---------------- The chairpersons of each committee, in consultation with the members of their respective committees and management, will develop the agenda for the committees. Each committee will issue a schedule of agenda subjects to be discussed for the ensuing year at the beginning of each year (to the degree these can be foreseen). This forward agenda will also be shared with the Board. VIII. LEADERSHIP DEVELOPMENT A. Formal Evaluation of the Chairman and the CEO --------------------------------------------- The Compensation Committee should make this evaluation annually. The evaluation should be based on objective criteria including performance of the business, accomplishment of long-term strategic objectives, development of management, etc. The evaluation will be used by the Compensation Committee in the course of its deliberations when considering the compensation of the Chairman and the CEO. B. Succession Planning ------------------- There should be a report, at least annually, by the CEO to the Board on succession planning. There should also be available, on a continuing basis, the recommendations of the Chairman and the CEO as successors should they become unexpectedly disabled. In the event that, prior to the presentation of a formal succession plan to the Board, the CEO becomes unexpectedly disabled and cannot perform his or her duties, the Vice Chairman of the Board shall immediately and temporarily resign from such position and assume the duties of the CEO until such time as either the Board determines that the disabled CEO is able to resume such position or a successor to the disabled CEO is duly appointed and qualified, at which time the Vice Chairman of the Board shall relinquish the duties of the CEO and shall resume the position of Vice Chairman of the Board. C. Share Ownership Guidelines -------------------------- The Board believes that the Trustees and executive officers should have a financial interest in the Trust in order to better align their interests with those of the Trust's shareholders. Accordingly, the Board will require that, by the conclusion of the relevant "Phase-in Period" (as defined below), (i) each Trustee (other than Trustees that are among the five most highly compensated executive officers) must own such number of Common Shares having a value equal to at least two times the amount of such Trustee's annual retainer, (ii) each of the four most highly compensated executive officers must own such number of Common Shares having a value equal to at least three times the amount of such executive officer's annual base salary, and (iii) the fifth most highly compensated executive officers must own such number of Common Shares having a value equal to at least two times the amount of such executive officer's annual base salary. For purposes of this paragraph, the term "Phase-in Period" shall mean: (i) with respect to each Trustee (other than Trustees that are among the five most highly compensated executive officers), the two year period beginning on the date of adoption of these Guidelines, and (ii) with respect to each of the five most highly compensated executive officers, the three year period beginning on the date of adoption of these Guidelines. -7- EX-99 4 ex99-2.txt EX. 99.2 CODE OF ETHICS AND BUSINESS CONDUCT Exhibit 99.2 CODE OF ETHICS AND BUSINESS CONDUCT Lexington Corporate Properties Trust December 2002 Code of Ethics and Business Conduct A Message from the Chairman of the Board and Chief Executive Officer Dear Fellow Employee: Lexington Corporate Properties Trust ("Lexington") has been in business, through it predecessor entities, since 1973, and is proud of the reputation and trust we have earned. This is a reputation that we are determined to protect and enhance. Our Code of Ethics and Business Conduct contains the policies which must be followed by everyone who does business on behalf of Lexington. All employees have the responsibility to read, understand and abide by the principles and standards contained in this Code. It is difficult to make a policy that applies to every situation, and there will be times when the Code does not address a particular question. Applying common sense, good judgment, and integrity to every business issue will help to ensure that your decisions are consistent with Lexington values and this Code. If you have questions, please contact your supervisor or either of us. Lexington's success depends upon each of us. Acting with integrity and the highest ethical standards is not only good policy, it is also good business. Every Lexington employee and shareholder relies upon you to do the right thing. We know that our confidence in you is well placed. Sincerely, E. Robert Roskind, Chairman of the Board T. Wilson Eglin, Chief Executive Officer Table of Contents ETHICS AND COMPLIANCE.........................................................1 CONFLICTS OF INTEREST.........................................................2 CORPORATE OPPORTUNITIES.......................................................3 COMPETITION AND FAIR DEALING..................................................4 DISCRIMINATION AND HARASSMENT.................................................5 DRUG-FREE WORKPLACE...........................................................6 ENVIRONMENT, HEALTH, AND SAFETY...............................................7 FRAUD, THEFT OR SIMILAR CONDUCT...............................................8 GIFTS AND GRATUITIES..........................................................9 INSIDER TRADING..............................................................10 MAINTAIN ACCURATE AND COMPLETE RECORDS.......................................11 CONFIDENTIALITY..............................................................12 NON-RETALIATION..............................................................13 POLICY VIOLATION.............................................................14 POLITICAL CONTRIBUTIONS......................................................15 RESPONDING TO INQUIRES FROM THE PRESS AND OTHERS.............................16 SAFEGUARDING COMPANY ASSETS AND RECORDS......................................17 VOLUNTARY DISCLOSURE OF IRREGULARITIES.......................................18 INFORMATION TECHNOLOGY.......................................................19 WHEN IN DOUBT................................................................20 SEEKING ADVICE...............................................................21 WAIVERS OF THE CODE OF ETHICS AND BUSINESS CONDUCT...........................22 RECEIPT AND ACKNOWLEDGEMENT - LEXINGTON EMPLOYEES............................23 i Our Vision - ---------- To be recognized as the smartest investors in our asset class. Our Mission - ----------- To provide our shareholders with quarterly dividend distributions that grow and become more secure over time. Our Philosophy For Employment - ----------------------------- Always speak your mind. Be straight forward when dealing with others. Work hard, work smart and try to have fun while doing so. Strive for excellence in all your dealings. Our Values - ---------- Integrity and the highest ethical standards Mutual Respect and trust in our working relationships Communication that is open, consistent and two-way Teamwork and meeting our commitments to one another Continuous Improvement, development and learning in all we do Diversity of people, cultures and ideas Performance with recognition for results ii ETHICS AND COMPLIANCE Lexington operates its business in accordance with the highest ethical standards and in compliance with all applicable laws. Lexington places the highest value on the integrity of each of its employees and representatives. Every employee must read and understand this Code, and must sign the acknowledgement card contained in this booklet, before undertaking any work on behalf of Lexington. 1 CONFLICTS OF INTEREST Employees and their family members must avoid doing anything that creates a conflict of interest, or the appearance of a conflict of interest, with their responsibilities to Lexington. Employees may not use Lexington's name, information or good will for personal gain or for the gain of others. The term "family member" means a spouse, son, daughter, parent, sibling or any relation not more remote than first cousin. The following are examples of prohibited conflicts of interest for employees: Serving as a proprietor, general partner, officer, or director of any corporation that conducts business with Lexington without first obtaining written consent from an executive officer. Using Lexington's name, tenant or employee lists for any purpose other than Lexington business or functions, without the prior approval of an executive officer. Being a consultant, employee or representative of another firm without the prior approval of an executive officer if: - the firm competes in any way with Lexington, - it would interfere with the employee's obligations to Lexington because of the demands of time or interest, - It would identify Lexington with an activity or cause with which it does not want to be identified. Even if there is no apparent conflict, employees must get the prior approval of an executive officer before becoming a consultant, employee or representative of another organization. QUESTION: Are there any restrictions on my owning stock of a supplier or competitor? ANSWER: Possibly. If the investment is significant enough to interfere or conflict with your obligations and responsibilities to Lexington, there could be a conflict of interest situation. Ask an executive officer. 2 CORPORATE OPPORTUNITIES Employees, officers and Trustees are prohibited from taking for themselves personally opportunities that are discovered through the use of corporate property, information or position without the consent of the Board. No employee, officer or Trustee may use corporate property, information or position for improper personal gain, and no employee may compete with Lexington directly or indirectly. Employees, officers and Trustees owe a duty to Lexington to advance its legitimate interest when the opportunity to do so arises. 3 COMPETITION AND FAIR DEALING We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, products and services, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each employee, Trustee and officer should endeavor to respect the rights of and deal fairly with Lexington's customers, suppliers, competitors and employees. No employee, Trustee or officer should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice. 4 DISCRIMINATION AND HARASSMENT Lexington is committed to an all-inclusive work culture. We believe and recognize that all people are unique and valuable, and should be respected for their individual abilities. In support of our all-inclusive work culture and the value we place on diversity, Lexington has established a zero tolerance policy for discrimination or harassment on the basis or race, color, gender, age, sexual orientation, national or social origin, religion, or disability. QUESTION: I am being harassed at work. What should I do? ANSWER: If you are being harassed because of your race, color, gender, age, sexual orientation, national or social origin, religion, or disability, Lexington's policy on diversity and anti-harassment is being violated. Lexington needs to be told about this situation so that it can be investigated and appropriate action taken. Please tell you supervisor or an executive officer about the harassment. You will not be retaliated against for making a good faith complaint. Lexington has no tolerance for harassment that violates this policy, but we need your help to make sure our policy is a reality. Please make sure you report the harassment so that action can be taken. 5 DRUG-FREE WORKPLACE Illicit drugs, including inhalants, hallucinogens, LSD, cocaine, crack, heroin or other opiates, stimulants, amphetamines, barbiturates, methaqualone or tranquilizers, may not be brought onto any Lexington property. In addition, no one employed by or representing Lexington may come onto any Lexington property with any level of illicit drugs in their body system. Drugs prescribed by a medical professional are not the subject of this policy. 6 ENVIRONMENT, HEALTH AND SAFETY It is Lexington's policy to establish and manage a safe and healthy work environment and manage its business in ways that are sensitive to the environment and conserve natural resources. Lexington will comply with all environmental, health and safety laws and will internally establish and comply with our own stricter standards where we believe the applicable laws do not adequately protect health, safety or the environment. 7 FRAUD, THEFT OR SIMILAR CONDUCT Any act that involves theft, fraud, embezzlement, or misappropriation of any property, including that of Lexington or any of its employees or tenants, is prohibited. QUESTION: I think one my co-workers may have stolen a lap top computer. What do I do? ANSWER: Theft of any kind is a violation of Lexington's policy and many laws. Please promptly talk about this with your supervisor or an executive officer. 8 GIFTS AND GRATUITIES No employee or Lexington representative will directly or indirectly give, offer, ask for, or accept a gift or gratuity from an employee or other representative of any current or potential tenant or supplier in connection with a transaction or a proceeding between Lexington and the other organization. Gifts and gratuities that are not connected with a transaction or proceeding are acceptable if they meet the rule set forth in the paragraph below. Unsolicited gifts, gratuities, or business courtesies from or to a business associate, including meals and entertainment, are permissible if they are (1) customary in the trade or industry, (2) do not exceed a value considered prudent and ordinary by the organization's management, and (3) are given and accepted without an express or implied understanding that each recipient is in any way obligated. It is never acceptable to solicit gifts, gratuities, or business courtesies for the benefit of a Lexington employee, family member, or friend. 9 INSIDER TRADING Lexington has a long-standing commitment to comply with all securities laws and regulations. U.S. securities laws, which apply to Lexington, prohibit persons from trading in the securities of a company on the basis of material non-public information. Material non-public information is any information concerning a company's business, prospects, securities, or market which an investor might consider important in deciding whether to buy or sell the securities or which could affect their market price. Examples of material information include: possible mergers, acquisitions or divestitures; actual or estimated financial results or changes in dividends; purchases and sales of investments in companies; obtaining or losing significant tenants; threatened major litigation or developments in such matters; and major changes in business strategies. If you have access to material information, whether it pertains to Lexington or another company, do not buy or sell Lexington securities or those of the other company until at least two business days after the information has been disclosed to the public by press release or similar announcement. Two simple rules can help protect you in this area. (1) Don't use material non-public information for personal gain; (2) don't pass along such information to someone else who has no Lexington-related legitimate need to know. Each employee acknowledges that Lexington has a separate policy regarding the use of material non-public information and, with respect to certain executive officers, the timing of trades as it relates to quarterly reporting by the Company. Each employee confirms that he or she will comply with such policy. QUESTION: While working at my desk, I overheard my co-worker talking on the phone about how Lexington is going to announce higher than expected earnings for the quarter. I mentioned this to my brother, and we agreed that now would be an excellent time to buy Lexington stock. Can I buy the stock before the earnings announcement? ANSWER: No. Lexington is committed to complying with federal and state securities laws. It is against the law to trade securities on the basis of material non-public information. In addition, telling your brother about the information violates company policy and may violate securities laws if he trades on that information or passes the information on to others. 10 MAINTAIN ACCURATE AND COMPLETE RECORDS Every employee has the responsibility to maintain accurate and complete records. No false, misleading or artificial entries may be made on Lexington's books and records. No funds or assets may be maintained by Lexington for any illegal or improper purposes. All transactions must be fully and completely documented and recorded in Lexington's accounting records. 11 CONFIDENTIALITY Employees, officers and Trustees must maintain the confidentiality of confidential information entrusted to them by Lexington or its customers, except when disclosure is authorized by your supervisor or an executive officer or required by applicable laws, rules or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to Lexington or its customers, if disclosed. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve confidential information continues even after the employment or other relationship to Lexington ends. 12 NON-RETALIATION Anyone who in good faith raises an issue regarding a possible violation of law or company policy will be protected from retaliation by Lexington or any Lexington employee. It is a violation of this Code for anyone to be discriminated against or harassed for making a good faith report to Lexington of a suspected violation of law or policy. If you feel that you are being retaliated against in violation of this policy please follow the procedures for reporting suspected violations. 13 POLICY VIOLATION All Lexington employees must understand and comply with Lexington's Code of Ethics and Business Conduct. Violation of the Code of Business Conduct will not be tolerated and will result in discipline for employees, which may include, among other things, termination. If you have any questions about the Code, please see the policy on Seeking Advice. 14 POLITICAL CONTRIBUTIONS Lexington will not make any contribution, directly or indirectly, to any candidate for public office, political parties, or other political organizations. In addition, employees may not be given time off with pay for political activity, although time off without pay may be possible if consistent with local policies and laws. 15 RESPONDING TO INQUIRIES FROM THE PRESS AND OTHERS All inquires from the press or security analysts should be directed to the Chief Executive Officer, Chief Operating Officer or Chief Financial Officer. Inquiries from outside attorneys should be referred to the Chief Financial Officer. General inquires about Lexington should be handled by the Investor Relations assistant. 16 SAFEGUARDING LEXINGTON ASSETS AND RECORDS Safeguarding Lexington's assets and records is the responsibility of all employees and company representatives. Use and maintain such assets and records with care and respect, while guarding against waste and abuse. Look for opportunities to improve performance while reducing costs. The use of company time, materials, assets, or facilities for purposes not directly related to company business, or the removal or borrowing of company property without permission, is prohibited. Examples of Assets and Records to be safeguarded include cash, equipment and financial records. 17 VOLUNTARY AND DISCLOSURE OF IRREGULARITIES Lexington is committed to operating its business in accordance with the highest level of integrity and ethical standards. Should an improper practice or irregularity occur within Lexington, Lexington is committed to making all necessary corrections, taking remedial action to prevent recurrence, and making timely and appropriate disclosure of the improper practices or irregularities to the proper authorities. 18 INFORMATION TECHNOLOGY Lexington has a long standing commitment to comply with all licensing agreements regarding software. These licensing agreements prohibit the unauthorized copying of software applications in any manner. If there are any doubts about what you can or cannot do with licensed software ask the IT Director. In addition, work products generated by employees (e.g. spreadsheets, analyses) are the property of Lexington and must be kept confidential. Lexington provides internet access to all employees in order to assist employees in carrying out their assigned duties. The use of the internet for non-business purposes should be limited. Lexington expects each employee to use their discretion in the use of the internet for non-business purposes. All employees should understand that Lexington has the right to monitor each employee's use of the internet and their computer. Under no circumstance should an employee use the Lexington network to attempt any unauthorized access to any other computer system. All employees have particular passwords to access the computer system. Your password should not be shared with any other person. To protect against viruses, employees are not authorized to install or execute any programs (e.g. CD's, personal disks, zip drives) without approval of the IT Director. 19 WHEN IN DOUBT If you are in doubt about a business conduct situation, ask yourself the following questions: Is it legal? Does it violate Lexington's policy? Is it consistent with Lexington's values? Is it fair and just? How does it make me feel about myself? What would my family think about it? How would it look in a newspaper article? Will I sleep soundly tonight? What would I tell my child to do? If you are unsure about what to do, ask questions and keep asking until you are certain you are doing the right thing. 20 SEEKING ADVICE Lexington is committed to operating its business in accordance with the highest level of integrity and ethical standards. Lexington wants to make sure that everyone who does business on behalf of Lexington fully understands what the Code requires, and is able to ask questions if advice is needed. Should an improper practice or irregularity occur with the Lexington, we are committed to correcting the problem and taking appropriate steps to make sure it cannot happen again. If you are unsure of what a policy requires of you, are concerned that Lexington may be in violation of law, or feel that a company policy is being violated, you may seek advice from your supervisor or an executive officer. 21 WAIVERS OF THE CODE OF ETHICS AND BUSINESS CONDUCT Any waiver of this Code for executive officers or Trustees may be made only by the Board or a Board committee and will be promptly disclosed as required by applicable laws, rules or regulations. 22 RECEIPT AND ACKNOWLEDGEMENT - LEXINGTON EMPLOYEES All Lexington Corporate Properties Trust employees are responsible for reading, understanding and following the principles outlined in this Code. Please sign the attached card and return it to your supervisor - -------------------------------------------------------------------------------- I acknowledge that I have received and will comply with Lexington Corporate Properties Trust's Code of Ethics and Business Conduct dated December 2002, and any subsequent modifications of which I am informed. In understand such compliance is a term and condition of my employment by Lexington Corporate Properties Trust. I understand and agree that the 2002 Code of Ethics and Business Conduct is not an employment contract between Lexington Corporate Properties Trust and me. I understand that if I have questions related to the standards of conduct outlined in the Code, I am to discuss them promptly with my supervisor or an executive officer. Signature______________________________________Date:_________________________ Print Name___________________________________________________________________ 23 EX-99 5 ex99-3.txt EX. 99.3 AM'D & REST. AUDIT COM. CHARTER Exhibit 99.3 LEXINGTON CORPORATE PROPERTIES TRUST ------------------------------------ AMENDED AND RESTATED AUDIT COMMITTEE CHARTER Purpose The Audit Committee (the "Committee") of the Board of Trustees (the "Board") of Lexington Corporate Properties Trust (the "Trust") is appointed by the Board to (1) assist the Board in monitoring (A) the integrity of the financial statements of the Trust, (B) the qualifications and independence of the registered public accounting firm employed by the Trust (the "Independent Auditor"), (C) the performance of the personnel responsible for the Trust's internal audit function, including the personnel of any third-party employed by the Trust for the purpose of performing all or any portion of the Trust's internal audit function (collectively, the "Internal Auditors") and the Independent Auditor, and (D) the compliance by the Trust with legal and regulatory requirements relating to the foregoing, and (2) prepare any report required of the Committee by the rules of the Securities and Exchange Commission (the "SEC") to be included in the Trust's annual proxy statement or other periodic report. Committee Membership The Committee shall consist of no fewer than three members. The members of the Committee shall each meet the independence and experience requirements set forth in the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated by the SEC, the listing standards of the New York Stock Exchange and any other applicable laws, rules or regulations. The members of the Committee shall be appointed by the Board on the recommendation of the Nominating and Governance Committee. Committee members may be removed and replaced by, and in the sole discretion of, the Board. The Board shall designate one member of the Committee to serve as the chairperson of the Committee. Committee Operating Procedures The Committee shall hold a regular meeting once per quarter, and such additional meetings as the Committee members deem necessary or appropriate. The Committee shall report to the Board following all regular meetings and at such other times as the Committee members deem necessary or appropriate. The Secretary or an Assistant Secretary of the Trust, or a designee thereof, or another person designated by the Committee acting in coordination with the Secretary of the Trust, shall record minutes of all Committee meetings, and such minutes shall be maintained with the books and records of the Trust. The Committee shall fix such additional rules or procedures for the conduct of its business pursuant to this Charter as the Committee members deem necessary or appropriate. Any such additional rules or procedures shall be consistent with the Declaration of Trust and By-Laws of the Trust and this Charter, in each case as in effect from time to time, and shall be filed with this Charter in the books and records of the Trust. The Committee may form and delegate authority to subcommittees when and as the Committee deems necessary and appropriate, except as may be otherwise provided by this Charter. Committee Authority and Responsibilities Financial Statement and Disclosure Matters ------------------------------------------ 1. The Committee shall review and discuss with management and the Independent Auditor the annual audited financial statements and the quarterly financial statements, including the results of the Independent Auditor's reviews of the quarterly financial statements and the Trust's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in each Form 10-K and Form 10-Q filed by the Trust. 2. The Committee shall discuss with management and the Independent Auditor significant financial reporting issues and judgments made in connection with the preparation of the Trust's financial statements, including: (a) any significant changes in the Trust's selection or application of accounting principles, (b) any major issues as to the adequacy of the Trust's internal controls, (c) the development, selection and disclosure of critical accounting estimates, and (d) analyses of the effect on the Trust's financial statements of alternative assumptions, estimates or methods permitted under generally accepted accounting principles ("GAAP"). 3. The Committee shall discuss with management the Trust's earnings press releases, including the use of "pro forma" or "adjusted" non-GAAP information, as well as financial information and earnings guidance provided to analysts and rating agencies. 4. The Committee shall discuss with management and the Independent Auditor the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the Trust's financial statements. 5. The Committee shall discuss with management the Trust's major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Trust's risk assessment and risk management policies. 6. The Committee shall discuss with the Independent Auditor the matters required to be discussed by Statement on Auditing Standards No. 61 relating to the conduct of the audit including, without limitation: -2- (a) the adoption of, or changes to, the Trust's significant auditing and accounting principles and practices as suggested by the Independent Auditor, the Internal Auditors or management. (b) the management letter provided by the Independent Auditor and the Trust's response to that letter. (c) any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to requested information, and any significant disagreements with management. Oversight of the Trust's Relationship with the Independent Auditor ------------------------------------------------------------------ 7. The Committee shall meet with the Independent Auditor prior to the audit to discuss the planning and staffing of the audit. 8. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of the Independent Auditor, and the Independent Auditor shall report directly to the Committee. 9. The Committee shall be responsible for the pre-approval of all auditing services and, to the extent permitted under applicable law, non-audit services to be provided to the Trust by the Independent Auditor. The Committee may delegate the authority to grant such preapprovals to one or more of its members. The decisions of any such member to preapprove any such activity shall be presented to the Committee at the next scheduled meeting. 10. The Committee shall review the policies of the Independent Auditor to ensure the regular rotation of the lead (or coordinating) audit partner and the audit partner responsible for reviewing the audit as required by applicable law, rules or regulations. 11. The Committee shall review the experience and qualifications of the lead (or coordinating) audit partner, the audit partner responsible for reviewing the audit and other appropriate senior members of the Independent Auditor. 12. The Committee shall obtain and review a report from the Independent Auditor at least annually regarding: (a) all critical accounting policies and practices to be used, (b) all alternative treatments of financial information within GAAP that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the Independent Auditor, and -3- (c) other material written communications between the Independent Auditor and management, such as any management letter or schedule of unadjusted differences. 13. The Committee shall obtain and review any reports received from management regarding: (a) significant deficiencies in the design or operation of internal controls which could adversely affect the Trust's ability to record, process, summarize and report financial data, and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Trust's internal controls. 14. The Committee shall obtain and review a report from the Independent Auditor at least annually regarding: (a) the Independent Auditor's internal quality-control procedures, (b) any material issues raised by the most recent quality-control review, or peer review, of the Independent Auditor, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the Independent Auditor, (c) any steps taken to deal with any such issues, and (d) all relationships between the Independent Auditor and the Trust. 15. The Committee shall evaluate the qualifications, performance and independence of the Independent Auditor, including a review of whether the Independent Auditor's quality controls are adequate and whether the provision of non-audit services is compatible with maintaining the Independent Auditor's independence. In making this evaluation, the Committee shall take into account the opinions of management and the Internal Auditors. The Committee shall present its conclusions with respect to the Independent Auditor to the Board and may recommend that the Board take additional action to satisfy itself of the qualifications, performance and the independence of the Independent Auditor. 16. The Committee shall consider whether, in order to assure continuing auditor independence, it is appropriate to adopt a policy of rotating the Independent Auditor on a regular basis. 17. The Committee shall recommend to the Board policies for the Trust's hiring of employees or former employees of the Independent Auditor who were engaged on the Trust's account. -4- 18. When appropriate, the Committee shall discuss with the national office of the Independent Auditor issues on which they were consulted by the Trust's audit team and matters of audit quality and consistency. Oversight of the Trust's Internal Audit Function ------------------------------------------------ 19. The Committee shall review the appointment and replacement of the senior executive of the Trust responsible for overseeing the Internal Auditors. 20. The Committee shall review the significant reports to management prepared by the Internal Auditors and management's responses. 21. The Committee shall discuss with the Independent Auditor the responsibilities of the internal audit function, particular projects and activities to be undertaken by the Internal Auditors and the results of such projects and activities, budget and staffing issues and any recommended changes in the planned scope of the internal audit. Compliance Oversight Responsibilities ------------------------------------- 22. The Committee shall obtain from the Independent Auditor assurance that Section 10A of the Securities Exchange Act of 1934 has not been implicated. 23. The Committee shall obtain reports from management, the Independent Auditor and the senior executive of the Trust responsible for overseeing the Internal Auditors regarding the compliance or failure of compliance of the Trust with applicable legal requirements and the Trust's Code of Business Conduct and Ethics. 24. The Committee shall establish procedures for: (a) the receipt, retention and treatment of complaints received by the Trust regarding accounting, internal controls or auditing matters; and (b) the confidential, anonymous submission by employees of the Trust of concerns regarding questionable accounting, internal controls or auditing matters. 25. The Committee shall discuss with management and the Independent Auditor any correspondence with regulators or governmental agencies and any employee complaints or published reports which raise material issues regarding the Trust's financial statements or accounting policies. 26. The Committee shall discuss with the Trust's General Counsel or other legal counsel designated by the Committee legal matters that may have a material impact on the financial statements of the Trust's compliance policies. General ------- -5- 27. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee shall annually review its own performance. 28. The Committee shall have the authority to engage independent counsel and other advisors, as the Committee members deem necessary and appropriate to carry out the Committee's duties under this Charter. 29. The Committee shall meet with management, the Internal Auditors and the Independent Auditor in separate executive sessions at least quarterly. The Committee may also, to the extent it deems necessary or appropriate, meet with the Trust's investment bankers or financial analysts who follow the Trust. The Committee shall also have authority to request that any trustee, officer or employee of the Trust, the Trust's outside counsel or the Independent Auditor attend any meeting of the Committee. 30. The Committee have such additional authority, duties and responsibilities as may be granted or assigned to the Committee by the Board from time to time. Limitation of Committee's Role While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to (i) plan or conduct audits, (ii) determine that the Trust's financial statements and disclosures are complete and accurate or are in accordance with GAAP or applicable rules and regulations or (iii) monitor and control risk assessment and management. These are the responsibilities of management and the Independent Auditor. -6- EX-99 6 ex99-4.txt EX. 99.4 COMPENSATION COMMITTEE CHARTER Exhibit 99.4 LEXINGTON CORPORATE PROPERTIES TRUST ------------------------------------ COMPENSATION COMMITTEE CHARTER Purpose The Compensation Committee (the "Committee") of the Board of Trustees (the "Board") of Lexington Corporate Properties Trust (the "Trust") is appointed by the Board to discharge the Board's responsibilities relating to compensation of the Trust's officers. The Committee has overall responsibility for approving and evaluating the officer compensation plans, policies and programs of the Trust. The Committee is also responsible for producing and annual report on executive compensation for inclusion in the Trust's annual proxy statement. Committee Membership The Committee shall consist of no fewer than two members, or a higher number if so required by the listing standards of the New York Stock Exchange (the "NYSE Listing Standards"), the rules and regulations promulgated by the Securities and Exchange Commission (the "SEC Rules") or any other applicable laws, rules or regulations. The members of the Committee shall each meet the independence requirements to the extent required and as set forth in the NYSE Listing Standards, the SEC Rules and any other applicable laws, rules or regulations. The members of the Committee shall be appointed by the Board on the recommendation of the Nominating and Governance Committee. Committee members may be removed and replaced by, and in the sole discretion of, the Board. The Board shall designate one member of the Committee to serve as the chairperson of the Committee. Committee Operating Procedures The Committee shall hold a regular meeting once per quarter, and such additional meetings as the Committee members deem necessary or appropriate. The Committee shall report to the Board following all regular meetings and at such other times as the Committee members deem necessary or appropriate. The Secretary or an Assistant Secretary of the Trust, or a designee thereof, or another person designated by the Committee acting in coordination with the Secretary of the Trust, shall record minutes of all Committee meetings, and such minutes shall be maintained with the books and records of the Trust. The Committee shall fix such additional rules or procedures for the conduct of its business pursuant to this Charter as the Committee members deem necessary or appropriate. Any such additional rules or procedures shall be consistent with the Declaration of Trust and By-Laws of the Trust and this Charter, in each case as in effect from time to time, and shall be filed with this Charter in the books and records of the Trust. The Committee may form and delegate authority to subcommittees when and as the Committee deems necessary and appropriate, except as may be otherwise provided by this Charter. Committee Authority and Responsibilities 1. The Committee shall annually review and approve corporate goals and objectives relevant to compensation of the chief executive officer(s) of the Trust (the "CEO"), evaluate the CEO's performance in light of those goals and objectives, and set the CEO's compensation levels based on this evaluation. In determining the long-term incentive component of CEO compensation, the Committee shall consider the Trust's performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the CEO in past years. 2. The Committee shall annually review and approve (subject to shareholder approval, if required) or recommend that the Board approve all plans or policies of the Trust regarding the compensation of officers and other key employees, including incentive-compensation plans and equity-based plans (the "Compensation Plans"). 3. The Committee shall annually review and approve, for the CEO and the senior executives of the Trust, (a) the annual base salary level, (b) the annual incentive opportunity level, (c) any long-term incentive opportunity level, (d) any employment agreements, severance arrangements and change-of-control agreements/provisions, and (e) any special or supplemental benefits. 4. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee shall annually review its own performance in a manner consistent with any guidelines established by the Nominating and Governance Committee. 5. The Committee shall have the authority to engage independent counsel and other advisors, as the Committee members deem necessary and appropriate to carry out the Committee's duties under this Charter. 6. The Committee shall have authority to retain and terminate any compensation consultant to be used to assist in the evaluation of CEO or senior executive compensation and shall have authority to approve the consultant's fees and other retention terms. The Committee shall also have authority to request that any trustee, officer or employee of the Trust, the Trust's outside counsel or the public accounting firm employed by the Trust attend any meeting of the Committee. 7. The Committee have such additional authority, duties and responsibilities as may be granted or assigned to the Committee by the Board from time to time or as may be designated in any documents governing the Compensation Plans. -2- EX-99 7 ex99-5.txt EX. 99.5 NOMINATING AND GOVERNANCE COM. CHARTER Exhibit 99.5 LEXINGTON CORPORATE PROPERTIES TRUST ------------------------------------ NOMINATING AND GOVERNANCE COMMITTEE CHARTER Purpose The Nominating and Governance Committee (the "Committee") of the Board of Trustees (the "Board") of Lexington Corporate Properties Trust (the "Trust") is appointed by the Board (1) to identify individuals qualified to become trustees and/or executive officers, and to recommend that the Board nominate such individuals for election as trustees and/or executive officers at the next annual meeting of shareholders or at other appropriate times; (2) to develop and recommend to the Board a set of corporate governance guidelines applicable to the Trust; (3) to lead the Board in its annual review of the Board, the Board Committees, the trustees individually and the executive officers; and (4) to recommend trustees to the Board to serve on all other committees of the Board. Committee Membership The Committee shall consist of no fewer than three members. The members of the Committee shall each meet the independence requirements set forth in the listing standards of the New York Stock Exchange (the "NYSE") and any other applicable laws, rules or regulations, including, without limitation, any rules promulgated by the Securities and Exchange Commission (the "SEC"). The members of the Committee shall be appointed, removed and replaced by, and in the sole discretion of, the Board. The Board shall designate one member of the Committee to serve as the chairperson of the Committee. Committee Operating Procedures The Committee shall hold a regular meeting once per quarter, and such additional meetings as the Committee members deem necessary or appropriate. The Committee shall report to the Board following all regular meetings and at such other times as the Committee members deem necessary or appropriate. The Secretary or an Assistant Secretary of the Trust, or a designee thereof, or another person designated by the Committee acting in coordination with the Secretary of the Trust, shall record minutes of all Committee meetings, and such minutes shall be maintained with the books and records of the Trust. The Committee shall fix such additional rules or procedures for the conduct of its business pursuant to this Charter as the Committee members deem necessary or appropriate. Any such additional rules or procedures shall be consistent with the Declaration of Trust and By-Laws of the Trust and this Charter, in each case as in effect from time to time, and shall be filed with this Charter in the books and records of the Trust. The Committee may form and delegate authority to subcommittees when and as the Committee deems necessary and appropriate, except as may be otherwise provided by this Charter. Committee Authority and Responsibilities 1. The Committee shall actively seek individuals qualified to become trustees and/other executive officers, and shall recommend that the Board nominate such individuals for election as trustees and/or executive officers at the next annual meeting of shareholders or at other appropriate times. 2. The Committee shall receive comments from all trustees and report annually to the Board with an assessment of the Board's performance, to be discussed with the full Board following the end of each fiscal year. 3. The Committee shall develop a pool of potential candidates for election as trustees and/or executive officers for consideration in the event of a vacancy. 4. The Committee shall regularly review the performance of incumbent trustees, members of Board committees and executive officers, in determining whether to recommend that they be nominated for reelection and consider and report annually to the Board regarding the performance, contribution and efficacy of the Board as a whole, each of the Board Committees, the trustees individually (including, where applicable, in their respective capacities as members of Board committees) and the executive officers. 5. The Committee shall make recommendations to the Board regarding corporate governance matters and practices including the effectiveness of the Board, its committees and individual directors. 6. In light of the operating requirements of the Trust and existing social attitudes and trends, the Committee shall make recommendations to the Board annually concerning the size, composition and structure of the Board, including but not limited to: a. retirement policies for non-employee trustees; b. the desirable ratio of employee and non-employee trustees; c. the desirability of diversity on the Board; d. the perceived need for particular strengths; e. the appropriate level of and forum for interaction between management and other employees of the Trust and the trustees; f. the adequacy of the number of Board meetings per year; and g. the format of Board meetings, including non-board attendance and the need for executive sessions. 7. The Committee shall review and make recommendations to the Board regarding the nature and duties of the Board's committees, including but not limited to: -2- a. the charter, duties and powers of the Board's committees according to the existing and planned objectives of the Trust; b. the adequacy of the number of committee meetings per year; c. the format of committee meetings and recommendations for the improvement of such meetings; d. the perceived need for particular strengths on each of the committees; e. the appropriate level of and forum for interaction between management and other employees and each of the committees; f. the term of office for committee members; and g. a policy of periodic rotation of the trustees among the committees, and any limitations on the number of consecutive years a trustee should serve on any committee. 8. The Committee shall annually review and approve (subject to shareholder approval, if required) or recommend that the Board approve all plans or policies of the Trust regarding the compensation of the trustees in connection with their service on the Board and on any Board Committees, if applicable, including incentive-compensation plans and equity-based plans (the "Compensation Plans"). 9. The Committee shall annually review and approve, for the trustees in connection with their service on the Board and on any Board Committees, if applicable, (a) the annual retainer level, (b) the annual incentive opportunity level, (c) any long-term incentive opportunity level, and (d) any special or supplemental benefits. 10. The Committee shall have authority to retain and terminate any compensation consultant to be used to assist in the evaluation of the compensation of the trustees in connection with their service on the Board and on any Board Committees and shall have authority to approve the consultant's fees and other retention terms. 11. The Committee shall develop and recommend to the Board a set of corporate governance guidelines applicable to the Trust (the "Guidelines"). The Guidelines shall address the following matters: a. qualifications for membership on the Board and each of its standing committees, based on such criteria as: (i) business and/or technical experience and expertise, (ii) relationships with members, management of the Trust, (iii) ownership of interests in the Trust and (iv) the independence and expertise standards mandated by the rules and regulations of the SEC, the listing standards of the NYSE and any applicable Federal or State laws, rules and regulations; -3- b. basic duties and responsibilities of the Board and the trustees; c. ability of the Board and the trustees to access the members management of and independent advisors to the Trust; d. compensation of the trustees for service on the Board and its committees; e. orientation and continuing education requirements for trustees; f. management succession policies; g. policies governing the selection, and review of the performance, of the Trust's chief executive officer(s); and h. annual review and evaluations of the performance of the Board as a whole, the Board Committees and the trustees individually (including, where applicable, in their respective capacities as members of Board committees). 12. The Committee shall review and assess the adequacy of the Guidelines and recommend any proposed changes to the Board for approval. 13. The Committee shall review and assess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee shall annually review its own performance. 14. The Committee shall have the authority to engage independent counsel and other advisors, as the Committee members deem necessary and appropriate to carry out the Committee's duties under this Charter. 15. The Committee shall have authority to retain and terminate any search firm to be used to identify candidates for election as Trustees and shall have authority to approve the search firm's fees and other retention terms. The Committee shall also have authority to request that any trustee, officer or employee of the Trust, the Trust's outside counsel or the public accounting firm employed by the Trust attend any meeting of the Committee. 16. The Committee have such additional authority, duties and responsibilities as may be granted or assigned to the Committee by the Board from time to time or as may be designated in any documents governing the Compensation Plans. -4- EX-99 8 ex99-6.txt EX. 99.6 EXECUTIVE COMMITTEE CHARTER Exhibit 99.6 LEXINGTON CORPORATE PROPERTIES TRUST ------------------------------------ EXECUTIVE COMMITTEE CHARTER Purpose The Executive Committee (the "Committee") of the Board of Trustees (the "Board") of Lexington Corporate Properties Trust (the "Trust") is appointed by the Board to assist the Board in fulfilling its oversight responsibilities. Committee Membership The Committee shall consist of no fewer than three members. The members of the Committee shall be appointed by the Board on the recommendation of the Nominating and Governance Committee. Committee members may be removed and replaced by, and in the sole discretion of, the Board. The Board shall designate one member of the Committee to serve as the chairperson of the Committee. Committee Operating Procedures The Committee shall hold meetings as the Committee members deem necessary or appropriate. The Committee shall report to the Board at such other times as the Committee members deem necessary or appropriate. The Secretary or an Assistant Secretary of the Trust, or a designee thereof, or another person designated by the Committee acting in coordination with the Secretary of the Trust, shall record minutes of all Committee meetings, and such minutes shall be maintained with the books and records of the Trust. The Committee shall fix such additional rules or procedures for the conduct of its business pursuant to this Charter as the Committee members deem necessary or appropriate. Any such additional rules or procedures shall be consistent with the Declaration of Trust and By-Laws of the Trust and this Charter, in each case as in effect from time to time, and shall be filed with this Charter in the books and records of the Trust. Committee Authority and Responsibilities 1. The Committee shall have all of the powers of the Board, except for (i) the power to declare dividends and other distributions on the Trust's equity securities, (ii) elect trustees, (iii) issue equity securities on behalf of the Trust, (iv) recommend to the Trust's shareholders any action which requires shareholder approval, (v) amend the Trust's By-Laws, or (vi) approve any merger or share exchange which does not require shareholder approval on behalf of the Trust. 2. The Committee shall make recommendations to the Board with respect to the position of the Trust as to significant and relevant public policy issues. 3. The Committee shall review and assess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee shall annually review its own performance. 4. The Committee shall have the authority to engage independent counsel and other advisors as the Committee members deem necessary and appropriate to carry out the Committee's duties under this Charter. 5. The Committee shall have authority to request that any trustee, officer or employee of the Trust, the Trust's outside counsel or the public accounting firm employed by the Trust attend a meeting of the Committee. 6. The Committee shall have such additional authority, duties and responsibilities as may be granted or assigned to the Committee by the Board from time to time. -2- -----END PRIVACY-ENHANCED MESSAGE-----