2.Prohibition on Loans to Trustees and Executive Officers.WRIT will not, directly or indirectly, including through any subsidiary, extend or maintain credit, or arrange for the extension of credit in the form of a personal loan to or for any trustee or executive officer (or equivalent thereof) of WRIT.
I. Communications with Trustees.
1.Communications Encouraged.The Board encourages interested parties, including employees and shareholders, to contact it directly regarding matters of concern or interest, including concerns regarding questionable accounting or auditing matters.
2.How to Contact Trustees.Any interested party may contact the Board or any trustee by writing to them either individually or as a group or partial group (such as all non-management trustees), c/o Corporate Secretary, Washington Real Estate Investment Trust, 6110 Executive Blvd, Suite 800, Rockville, Maryland 20852.
If you wish your communication to be treated confidentially, please write the word “CONFIDENTIAL” prominently on the envelope and address it to the trustee by name or by position (e.g.,Chairman of the Audit Committee) so that it can be forwarded without being opened.
3.Whistleblower Hotline.Complaints from WRIT employees regarding accounting, internal accounting controls, or auditing matters may also be submitted to the established “whistleblower” hotline (800-284-5638).
J. Trustee Compensation.
1.Determined by Board.The Board determines the compensation of non-employee trustees taking into account the recommendation of the Compensation Committee, which is authorized to retain an independent consultant to advise it as to compensation practices in comparable companies.
2.Basis for Compensation.The Board believes that compensation should be established at a level consistent with comparable market practice taking into account the size and scope of WRIT’s business and the responsibilities of the trustees.
K. Trustee Orientation and Continuing Education.
1.Trustee Orientation.The Board provides each new trustee with an extensive package of materials relating to WRIT and its operations. As well, the Chairman of the Board provides each new trustee with a personal orientation.
2.Continuing Education.The trustees as a group participate in annual retreats at which presentations are made on a wide range of subjects related to WRIT’s strategy and operations, both by internal WRIT personnel and by outside experts. The Board also encourages trustees to attend formal education programs sponsored by outside organizations.