Investment Committee
Governance Framework
Composition, voting, delegated authority, escalation, conflicts and reporting obligations of the Collegium Investment Committee.
1. Purpose and mandate
The Investment Committee evaluates and approves the pursuit, control and acquisition of development land, and the subsequent commitment of development and construction capital. Its mandate is to permit timely action on scarce opportunities while maintaining disciplined, documented and auditable stewardship of LP capital.
Land IC approval is not approval to construct. Land acquisition is treated as an investment in development optionality. Major development capital requires a separate Gate 3 Development Commitment approval.
2. Committee composition
The IC comprises the four Directors of CDCL, each serving ex officio by virtue of their executive role. Membership is not transferable.
| Role | Member | Core responsibility | Vote |
|---|---|---|---|
| Chair / CDO | Luke West | Governance, meeting discipline, planning, entitlement, program and execution feasibility | Voting · casting |
| CEO | Greg Hart | Strategic fit, regenerative and living-systems design mandate | Voting |
| COO | Duncan Findlay | Technical platform, delivery capability, procurement and cost control | Voting |
| CFO | Bob Tomes, CPA | Underwriting integrity, capital-at-risk, liquidity, funding and financial controls | Voting |
Casting vote
Where IC votes are equally divided among members present and eligible to vote, the Chair holds the casting vote. This mirrors the casting-vote authority held by Luke West at the Board level.
Quorum and approval
Quorum is three of four members. A member with a declared conflict who has recused themselves is not counted toward quorum for the affected vote. Approval of a Proposed Investment requires a simple majority of eligible votes; supermajority triggers are set out in section 4 below.
LP observers
The IC may, by unanimous resolution, grant observer status to one or more Limited Partners. Observers may attend and ask questions but may not vote, propose resolutions, or be counted toward quorum. Observer rights are documented in the relevant subscription or side-letter agreement.
Reconciliation required — independent challenge function. The uploaded Land Acquisition IC Charter specifies a five-member Committee including a Chief Investment Officer and an Independent IC Member / Senior Advisor, with quorum of four and a 4-of-5 affirmative vote. CDCL has neither role today.
The Independent Member exists to provide the challenge function and LP lens — an arm's-length voice that can push back on deal enthusiasm. All four current IC members are shareholders with carried-interest exposure. Institutional LPs conducting due diligence will ask who fills this role. Three options: (a) amend the charter to a four-member GP-only IC and disclose the absence of independence; (b) seat a non-voting independent advisor with formal challenge and minute-dissent rights; (c) appoint a fifth voting independent member and adopt the 4-of-5 threshold as drafted.
3. Three-gate approval framework
| Gate | Decision | Evidence standard | Capital approved |
|---|---|---|---|
| Gate 1 — Site Control | Pursue / control | Two-page Site Acquisition Brief | Deposits, due diligence and pursuit costs |
| Gate 2 — Land Acquisition | Close, or make deposit hard | Land Underwriting Scorecard and completed DD | Land equity, closing, carry and approved predevelopment |
| Gate 3 — Development Commitment | Proceed with executable plan | Full Development Investment Memorandum | Major design, financing, construction and development capital |
4. Delegated authority and escalation
- Gate 1 may be approved through an expedited meeting or written consent where competitive timing requires action.
- No deposit may become non-refundable and no land closing may occur without Gate 2 approval, except under emergency authority expressly delegated by the Board or Fund governing documents.
- Material changes in purchase price, recourse, equity requirement, zoning thesis, environmental condition or expected capital impairment require re-approval.
- Gate 2 approval expires on the date stated in the formal resolution if closing has not occurred.
Supermajority triggers
The following require three of four members affirmative (Chair's casting vote available where three members are present and split):
- Any single investment exceeding 25% of total Fund commitments.
- Any investment outside the Fund's stated geographic mandate.
- Any transaction between the Fund and a Related Party.
- Any material amendment to an approved project budget exceeding 20% of the original approved amount.
- Any approval proceeding notwithstanding a criterion score of 1 (which additionally requires unanimity).
5. Conflicts of interest and LP protection
Each member has a continuing obligation to disclose to the Chair, as early as practicable, any actual or potential conflict with respect to a Proposed Investment. Disclosure is made in writing and recorded in the minutes. A conflicted member absents themselves from all deliberation and voting on the affected item.
Municipal contributor conflict
Where a municipality has contributed land or other consideration to the Fund and also holds regulatory approval authority over the same site, the dual role must be (i) disclosed in the IC package, (ii) recorded in the minutes, and (iii) disclosed to Limited Partners in the relevant offering materials or periodic reports. This applies to the Town of Okotoks with respect to River's Edge and Sage Way.
Fee and related-party incentive test
All project-level fees, related-party contracts, co-investment arrangements and acquisition or development management arrangements are disclosed and evaluated against Fund governing documents. The IC shall explicitly assess whether any fee or related-party incentive could encourage acquisition or development inconsistent with LP risk-adjusted return objectives.
Minority equity investors
CDCL's minority equity investors hold no board seats, no executive roles, and no IC membership. Where a minority investor is also engaged as a contractor or subtrade on a Fund project, that engagement is a Related-Party Transaction requiring full disclosure, supermajority IC approval, Board ratification and LP disclosure.
6. Approval resolutions and conditions
Every approval resolution shall state:
- Approved purchase price and maximum deposits
- Maximum predevelopment spend
- Permitted financing and recourse parameters
- Conditions precedent, each with a named accountable executive and deadline
- Key assumptions on which approval rests
- Required reports
- Approval expiry date
- Matters requiring return to IC for re-approval
- Vote count and any dissenting views
7. Reporting and records
- Maintain an IC decision file containing the brief or memorandum, scorecard, supporting analyses, minutes, vote record and resolution.
- Report monthly on capital spent, capital committed, next non-refundable milestone, unresolved material risks, and any change to the investment thesis.
- Refresh underwriting at major entitlement milestones and before Gate 3.
- Complete post-investment reviews comparing original assumptions with realized land basis, schedule, entitlement and development outcomes.
- The CFO distributes a quarterly portfolio dashboard within 30 days of quarter-end covering asset-level performance, DSCR, occupancy, distributions, and fund-level TVPI, DPI and RVPI.
8. Securities law compliance
No IC approval of a capital raise, LP admission or distribution shall be implemented without prior CFO confirmation that applicable securities law requirements are satisfied — including Form 45-106F1 filings with the Alberta Securities Commission and, where applicable, the British Columbia Securities Commission, within ten days of any distribution to a purchaser.
9. Annual review
This framework is reviewed at least annually and amended as required for the Fund mandate, market conditions, LP commitments, delegated authorities and lessons from completed acquisitions.