SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrantþ
Filed by a Party other than the Registranto
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted byRule 14a-6(e)(2))
þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to§240.14a-12
Corporate Property Associates 16 – Global Incorporated
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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þ | No fee required. |
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o | Fee computed on table below per Exchange ActRules 14a-6(i)(1) and 0-11. |
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| (1) | Title of each class of securities to which transaction applies: |
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| (2) | Aggregate number of securities to which transaction applies: |
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| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange ActRule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
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o | Fee paid previously with preliminary materials. |
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o | Check box if any part of the fee is offset as provided by Exchange ActRule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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TABLE OF CONTENTS
May 1, 2008
Notice of Annual Meeting of Stockholders to be Held Thursday, June 12, 2008
Dear CPA®:16 – Global Stockholder,
On Thursday, June 12, 2008, Corporate Property Associates 16 – Global Incorporated (“CPA®:16 – Global”) will hold its 2008 Annual Meeting of Stockholders (“Annual Meeting”) at CPA®:16 – Global’s executive offices, 50 Rockefeller Plaza, New York, New York, 10020. The meeting will begin at 4:00 p.m.
We are holding this annual meeting:
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| • | To elect four Directors for one year terms expiring in 2009; and |
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| • | To transact such other business as may properly come before the meeting. |
THE BOARD OF DIRECTORS OF CPA®:16 – GLOBAL RECOMMENDS THAT YOU VOTE FOR EACH OF THE NOMINEES FOR ELECTION AS DIRECTOR.
Only shareholders who owned stock at the close of business on April 18, 2008 are entitled to vote at the Annual Meeting or any adjournment or postponement thereof.
CPA®:16 – Global mailed this Proxy Statement, proxy, and its Annual Report to its shareholders on or about May 1, 2008.
By Order of the Board of Directors
Susan C. Hyde
Managing Director and Secretary
It is important that your shares be represented and voted at the Annual Meeting, whether or not you attend the Annual Meeting. You may vote your shares by marking your votes on the enclosed proxy, signing and dating it and mailing it in the business reply envelope provided. You may also authorize your proxy by telephone or on the Internet by following the instructions on the enclosed proxy. If you attend the Annual Meeting, you may withdraw your proxy and vote in person.
CORPORATE PROPERTY ASSOCIATES 16 – GLOBAL INCORPORATED
PROXY STATEMENT
MAY 1, 2008
QUESTIONS & ANSWERS
The accompanying proxy is solicited by the Board of Directors of Corporate Property Associates 16 – Global Incorporated, a Maryland corporation, for use at its annual meeting of shareholders (the “Annual Meeting”) to be held on June 12, 2008 at 50 Rockefeller Plaza, New York, New York, 10020 at 4:00 p.m. local time, or any adjournment thereof. As used herein, “CPA®:16 – Global”, the “Company”, “we” and “us” refer to Corporate Property Associates 16 – Global Incorporated.
No Director has informed us that he or she intends to oppose any action intended to be taken by CPA®:16 – Global.
Who is soliciting my proxy?
The Directors of CPA®:16 – Global are sending you this Proxy Statement and enclosed proxy.
Who is entitled to vote at the Annual Meeting?
Stockholders of CPA®:16 – Global as of the close of business April 18, 2008 (the “record date”) are entitled to vote at the Annual Meeting or at any postponement or adjournment of the Annual Meeting.
How many shares may vote?
At the close of business on the record date, April 18, 2008, CPA®:16 – Global had 120,881,584 shares outstanding and entitled to vote. Every shareholder is entitled to one vote for each share held.
How do I vote?
You may vote your shares either by attending the Annual Meeting or by submitting a proxy by mail, by telephone or on the Internet. To vote by proxy, sign and date the enclosed proxy and return it in the enclosed envelope, or follow the instructions on the enclosed proxy for authorizing your proxy by telephone or Internet. If you return your proxy by mail but fail to mark your voting preference, your shares will be voted FOR each of the nominees. We suggest that you return a proxy even if you plan to attend the Annual Meeting.
May I revoke my proxy?
Yes, you may revoke your proxy at any time before the meeting by notifying CPA®:16 – Global’s secretary in writing or submitting a new proxy in writing, or by voting in person at the Annual Meeting. The mailing address of CPA®:16 – Global is 50 Rockefeller Plaza, New York, New York 10020. You should mail your notice of revocation of proxy to that address.
What is a “quorum”?
A “quorum” is the presence, either in person or represented by proxy, of a majority of the shares entitled to vote at the meeting. There must be a quorum for the meeting to be held. Votes that are withheld as to any nominee will be considered present for the purpose of determining the presence of a quorum but will have the same effect as votes against the nominees.
What vote is needed to approve the election of each of the nominees as Director?
Each shareholder is entitled to one vote for each share of regular common stock registered in the shareholder’s name on the record date. With respect to the election of Directors, each share may be voted for as many individuals as there are Directors to be elected. The affirmative vote of the holders of a majority of our shares present in person or
by proxy at a meeting of shareholders duty called at which a quorum is present is required to elect a Director. Any other proposal must receive the affirmative vote of a majority of all the votes cast at a shareholder meeting at which a quorum is present.
How is my vote counted?
If you properly execute a proxy in the accompanying form, and if we receive it prior to voting at the Annual Meeting, the shares that the proxy represents will be voted in the manner specified on the proxy. If no specification is made, the common stock will be voted FOR the nominees for Director and as recommended by our Board of Directors with regard to all other matters in its discretion.
Votes cast by proxy or in person at the Annual Meeting will be tabulated by the election inspectors appointed for the Annual Meeting, who will determine whether or not a quorum is present. In accordance with Maryland law, abstentions are counted for the purposes of determining the presence or absence of a quorum for the transaction of business. The election inspectors will treat abstentions as shares that are present and entitled to vote for purposes of determining the presence of a quorum but as unvoted for purposes of determining the approval of any matter submitted to the shareholders for a vote.
How will voting on shareholder proposals be conducted?
We do not know of other matters which are likely to be brought before the Annual Meeting. However, if any other matters properly come before the Annual Meeting, your signed proxy gives authority to the persons named in the enclosed proxy to vote your shares on those matters in accordance with their discretion.
Who will pay the cost for this proxy solicitation and how much will it cost?
CPA®:16 – Global will pay the cost of preparing, assembling and mailing this Proxy Statement, the Notice of Meeting and the enclosed proxy. In addition to the solicitation of proxies by mail, we may utilize some of the officers and employees of our advisor and affiliate, Carey Asset Management Corp.and/or its affiliates (who will receive no compensation in addition to their regular salaries), to solicit proxies personally and by telephone. Currently, we do not intend to retain a solicitation firm to assist in the solicitation of proxies, but if sufficient proxies are not returned to us, we may retain an outside firm to assist in proxy solicitation for a fee estimated to be $50,000 or less, plus out-of-pocket expenses. We may request banks, brokers and other custodians, nominees and fiduciaries to forward copies of the Proxy Statement to their principals and to request authority for the execution of proxies, and will reimburse such persons for their expenses in so doing. We expect the total cost of this proxy solicitation, assuming an outside solicitation firm is not needed, to be approximately $90,000.
When are shareholder proposals for the 2009 annual meeting due?
We must receive any proposal which a shareholder intends to present at CPA®:16 – Global’s 2009 Annual Meeting no later than January 2, 2009 in order to be included in CPA®:16 – Global’s Proxy Statement and form of proxy relating to the 2009 Annual Meeting pursuant toRule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
All shareholder proposals to be presented in connection with 2009 Annual Meeting of shareholders, other than proposals submitted pursuant toRule 14a-8 of the Exchange Act, must be received by CPA®:16 – Global’s secretary not fewer than 120 days before the scheduled date of the 2009 Annual Meeting. In addition, any shareholder wishing to nominate a Director at the 2009 Annual Meeting must provide timely written notice of such nomination, CPA®:16 – Global’s secretary, as set forth in our Bylaws. A shareholder’s notice shall be timely if it is delivered to, or mailed and received, at the principal office of CPA®:16 – Global not less than 30 days nor more than 60 days prior to the 2009 Annual Meeting; provided however that if fewer than 40 days’ notice or prior public disclosure of the date of the annual meeting is given or made to the shareholder, notice by the shareholder to be timely must be received not later than the close of business on the 10th day following the day on which such notice of the date of the 2009 Annual Meeting was mailed or such public disclosure was made. Thus, if the 2009 Annual Meeting were to occur on June 12, 2009, then shareholder proposals must be received by February 13, 2009 and any shareholder’s
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notice of a Director nomination must be received not earlier than April 13, 2009, nor later than May 13, 2009. Our secretary will provide a copy of our Bylaws upon written request and without charge.
CPA®:16 – Globalwill provide shareholders, without charge, a copy ofCPA®:16 – Global’s Annual Report onForm 10-K filed with the Securities and Exchange Commission for the year ended December 31, 2007, including the financial statements and schedules attached thereto, upon written request to Ms. Susan C. Hyde, Director of Investor Relations, at Corporate Property Associates 16 Incorporated, 50 Rockefeller Plaza, New York, New York 10020.
ELECTION OF DIRECTORS
At the Annual Meeting, you and the other shareholders will elect four Directors, each to hold office until the next Annual Meeting of shareholders and until his or her successor is duly elected and qualified except in the event of death, resignation or removal. If a nominee is unavailable for election, proxies will be voted for another person nominated by the Board of Directors. Currently, the Board is unaware of any circumstances which would result in a nominee being unavailable. All of the nominees are now members of the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES FOR ELECTION AS DIRECTOR.
NOMINATING PROCEDURES
CPA®:16 – Global’s Board of Directors has not designated a separate nominating committee. The Board of Directors does not believe that a separate nominating committee is necessary because the full Board of Directors develops and reviews background information for all candidates for the Board of Directors, including those recommended by shareholders. Pursuant to CPA®:16 – Global’s Bylaws, the Independent Directors act together to evaluate and nominate other Independent Directors. If there are no Independent Directors at a particular time, then Independent Directors shall be nominated by the full Board. Affiliated Directors (those who are officers or are not otherwise considered independent) similarly act together to evaluate and nominate other Affiliated Directors. If there are no Affiliated Directors, then Affiliated Directors may be nominated by the full Board.
Any shareholders entitled to vote at any regular or special meeting of shareholders may recommend Director candidates for inclusion by the Board of Directors in the slate of nominees which the Board recommends to shareholders for election. The qualifications of recommended candidates will be reviewed by the Board. If the Board determines to nominate a shareholder-recommended candidate and recommends his or her election as a Director by the shareholders, his or her name will be included in the Proxy Statement and proxy card for the shareholder meeting at which his or her election is recommended.
Assuming that appropriate biographical and background material is provided for candidates recommended by shareholders, the Board will evaluate those candidates by following substantially the same process, and applying substantially the same criteria, as for candidates submitted by Board members or by other persons. The process followed by the Board to identify and evaluate candidates includes requests to Board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of the Board. The Board is authorized to retain advisers and consultants and to compensate them for their services. The Board did not retain any such advisers or consultants during 2007. In considering whether to recommend any candidate for inclusion in the Board’s slate of recommended Director nominees, including candidates recommended by shareholders, the Board will apply the criteria which are set forth in our Bylaws. These criteria include the candidate’s integrity, business acumen, age, experience, diligence, potential conflicts of interest and the ability to act in the interests of all shareholders. The Board does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. We believe that the backgrounds and qualifications of the Directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities.
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Stockholders nominate individuals for election to the Board by complying with the notice procedures described in section 4.3(b) of CPA®:16 – Global’s Bylaws. The Bylaws state that nominations shall be made pursuant to a timely notice in writing to the Secretary of CPA®:16 – Global at the address set forth below under “Stockholder Communications.” To be timely, a shareholder’s notice must be received by CPA®:15 not fewer than 30 days or more than 60 days prior to the meeting at which the proposed nominee is to be elected. If CPA®:16 – Global provides shareholders fewer than 40 days’ notice or public disclosure of the date of the meeting, then a shareholder’s notice will be considered timely if it is received by the close of business on the 10th day following the day on which the notice of the date of that meeting was mailed or public disclosure of the date of the meeting was made.
The nominating shareholder’s notice must set forth, as to each individual whom the shareholder proposes to nominate for election or re-election as a Director,
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| • | the name, age, business address and residence address of the person; |
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| • | the principal occupation or employment of the person; |
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| • | the number of shares of CPA®:15 stock which are beneficially owned by the person; and |
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| • | any other information relating to the person that is required to be disclosed in solicitations for proxies of re-election of Directors pursuant to Rule 14(a) of the Exchange Act. |
Also, the shareholder giving notice must provide the name and record address of the shareholder and the number of shares which are beneficially owned by the shareholder.
The Board may require any proposed nominee to furnish such other information as may reasonably be required by CPA®:16 – Global or the Board to determine the eligibility of such proposed nominee to serve as a Director. The Board will consider a recommendation only if appropriate biographical information and background material is provided on a timely basis. The chairman of the meeting of shareholders held for purposes of voting on the proposed nominee’s election shall, if the facts warrant, determine and declare to the shareholders at such meeting that a nomination was not made in accordance with the foregoing procedures. If the chairman should so determine, he or she shall declare that the defective nomination shall be disregarded.
NOMINEES FOR THE BOARD OF DIRECTORS
Unless otherwise specified, proxies will be voted for the election of the named nominees. If a nominee is unavailable for election, the Board may reduce its size or designate a substitute. If a substitute is designated, proxies voting on the original nominee will be cast for the substituted nominee. No circumstances are presently known that would render the nominees unavailable. Each of the nominees is now a member of the Board of Directors.
Detailed information on each nominee for election to the Board of Directors is provided below.
Wm. Polk Carey
Age: 77
Director Since: 2003
Mr. Carey serves as Chairman of the Board of Directors. Mr. Carey also serves as a Director and Chairman of Corporate Property Associates 14 Incorporated (“CPA®:14”) since 1997, Corporate Property Associates 15 Incorporated (“CPA®:15”) since 2001, Corporate Property Associates 17 Incorporated – Global (“CPA®:17 – Global”) since October 2007 and W. P. Carey & Co. LLC since 1997. He also serves as Chairman of the Board of Carey Asset Management Corp., CPA®:16 – Global’s advisor. Mr. Carey was also Co-CEO of CPA®:14, CPA®:15 and CPA®:16 – Global from 2002 through March 2005. Mr. Carey has been active in lease financing since 1959 and a specialist in net leasing of corporate real estate property since 1964. Before founding W. P. Carey & Co., Inc. in 1973, he served as Chairman of the Executive Committee of Hubbard, Westervelt & Mottelay (now Merrill Lynch Hubbard), head of Real Estate and Equipment Financing at Loeb, Rhoades & Co. (now Lehman Brothers), and Vice Chairman of the Investment Banking Board and Director of Corporate Finance of duPont Glore Forgan Inc. A graduate of the University of Pennsylvania’s Wharton School, Mr. Carey also received his Sc.D.honoris causafrom Arizona State University, D.C.S.honoris causafrom The City University of New York and D.C.L.honoris causafrom the University of the South. He is a Trustee of The Johns Hopkins University and of other educational and
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philanthropic institutions. He serves as Chairman and a Trustee of the W. P. Carey Foundation and as Chairman of the Penn Institute for Economic Research. In the fall of 1999, Mr. Carey wasExecutive-in-Residence at Harvard Business School.
Gordon F. DuGan
Age: 41
Director Since: 2003
Mr. DuGan, our Chief Executive Officer, also serves as a Director, President and CEO of W. P. Carey & Co. LLC and Carey Asset Management Corp., CPA®:16 – Global’s advisor. Mr. DuGan has served as a Director and CEO of CPA®:14 from 2005 until 2006 and then since June 2007, CPA®:15 since 2005 and CPA®:17 – Global since October 2007. He was a Director of CPA®:14 from February 2005 until April 2006. Mr. DuGan joined W. P. Carey & Co. as Assistant to the Chairman in 1988. From October 1995 until February 1997 he was chief financial officer of a Colorado-based wireless communications equipment manufacturer. He rejoined W. P. Carey & Co. as Deputy Head of Investment in February 1997 and was elected Co-CEO in 2002 and CEO in 2005. Mr. DuGan also serves as a Trustee of the W. P. Carey Foundation and is on the Boards of the National Association of Real Estate Investment Trusts (NAREIT), the New York Pops and the Hewitt School. He is a member of the Young Presidents Organization and the Council on Foreign Relations. Mr. DuGan received his B.S. in Economics from the Wharton School at the University of Pennsylvania.
Elizabeth P. Munson*
Age: 51
Director Since: 2004
Ms. Munson serves as an Independent Director on the Audit Committee of the Board of Directors. Ms. Munson has also served as an Independent Director and a member of the Audit Committees of CPA®:14 from December 2006 until September 2007, CPA®:15 since 2003 and CPA®:17 – Global since October 2007. Ms. Munson is the President and a Director of The Rockefeller Trust Company (New York) and The Rockefeller Trust Company (Delaware), joining those companies in June 2001. Ms. Munson is also a Managing Director of, and head of Wealth Management Services for, Rockefeller & Co. Prior to joining Rockefeller, she was a partner in the Private Clients Group of White & Case LLP from January 1993 to June 2001 and an associate at White & Case LLP from October 1983. Ms. Munson is a member of the Board of Managers, Vice President and Secretary of Episcopal Social Services, New York, New York, is a member of the Board of Directors and President of United Neighbors of East Midtown, New York, New York and is a member of the Board of Trustees and Secretary, and Chair of the Audit Committee, of Friends of WWB/USA Inc., New York, New York. Ms. Munson received her B.A. from Yale University, her J.D. from Harvard University and her Masters in Tax Law from New York University.
Richard J. Pinola*
Age: 62
Director Since: 2006
Mr. Pinola has served as an Independent Director and Chairman of the Audit Committee of the Board of Directors since 2006. Mr. Pinola has also served as an Independent Director and Chairman of the Audit Committees of CPA®:14 – Global from July 2006 to April 2008, CPA®:15 from August 2006 to September 2007 and CPA®:17 – Global since October 2007. Mr. Pinola served as Chief Executive Officer and Chairman of Right Management Consultants from 1994 through 2004. He served as a Director of the company from 1990 and as CEO from 1992 until Right Management was purchased by Manpower Inc. Prior to joining Right Management Consultants, Mr. Pinola was President and Chief Operating Officer of Penn Mutual Life Insurance Company, an $8 billion diversified financial service firm. He was also a CPA with PriceWaterhouse and Co. Mr. Pinola is a Director on the Boards of: K-Tron International, Kenexa Inc., Bankrate.com and Nobel Learning Communities, where he serves as chairman of two audit committees and on various other committees. He is also on the Boards of the Visiting Nurses Association and King’s College. He has also served on the Boards of Directors of the American Lung Association, Janney Montgomery Scott, the Life Office Management Association and the Horsham Clinic. Mr. Pinola was the Founder and Director of The Living Wills Archive Company and a Founder and Board member of the Mutual Association for Professional Services. Mr. Pinola received his B.S. in Accounting from King’s College.
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In April 2008, Mr. Marshall E. Blume resigned as a member of CPA®: 16 – Global’s Board of Directors and as an Independent Director of the Audit Committee of CPA®: 16 – Global’s Board of Directors. Mr. Blume will remain an Independent Director of the Boards of Directors of CPA®: 14 and CPA®: 15. CPA®:16 – Global’s Bylaws provide that at least a majority of the directors must be independent, except for the 90 day period following the death, removal or resignation of an Independent Director. Within this 90 day period, CPA®: 16 – Global will either appoint an additional Independent Director to the Board of Directors, or alternatively, a non-Independent Director will resign from the Board of Directors.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Thomas E. Zacharias
Age: 54
Mr. Zacharias has served as President since 2003. He joined W. P. Carey & Co. LLC in 2002 and has served as Managing Director and Chief Operating Officer of W. P. Carey & Co. LLC, CPA®:14 and CPA®:15 since 2005 and CPA®:17 – Global since October 2007. Mr. Zacharias previously served as an Independent Director of CPA®:14 from 1997 to 2001 and CPA®:15 in 2001. Prior to joining W. P. Carey & Co. LLC, Mr. Zacharias was a Senior Vice President of MetroNexus North America, a Morgan Stanley Real Estate Funds Enterprise capitalized for the development of internet data centers. Prior to joining MetroNexus in 2000, Mr. Zacharias was a Principal at Lend Lease Development U.S., a subsidiary of Lend Lease Corporation, a global real estate investment management company. Between 1981 and 1998 Mr. Zacharias was a senior officer at Corporate Property Investors, which at the time of its merger into Simon Property Group in 1998 was the largest private equity REIT. He is a member of the Urban Land Institute, International Council of Shopping Centers and NAREIT, and served as a Trustee of Groton School in Groton, Massachusetts from 2003 to 2007. Mr. Zacharias received his undergraduate degree,magna cum laude, from Princeton University and his Masters in Business Administration from Yale School of Management.
Mark J. DeCesaris
Age: 49
Mr. DeCesaris has served as Acting Chief Financial Officer, Chief Administrative Officer and Managing Director for W. P. Carey & Co. LLC, CPA®:14, CPA®:15 and CPA®:16 – Global since 2005, and CPA®:17 – Global since October 2007. Mr. DeCesaris had previously been a consultant to W. P. Carey & Co. LLC’s finance department. Prior to joining W. P. Carey & Co. LLC, from 2003 to 2004, Mr. DeCesaris was Executive Vice President for Southern Union Company, a natural gas energy company publicly traded on the New York Stock Exchange, where his responsibilities included overseeing the integration of acquisitions and developing and implementing a shared service organization to reduce annual operating costs. From 1999 to 2003, he was Senior Vice President for Penn Millers Insurance Company, a property and casualty insurance company where he served as President and Chief Operating Officer of Penn Software, a subsidiary of Penn Millers Insurance. From 1994 to 1999, he was President and CEO of System One Solutions, a business consulting firm that he founded. He started his career with Coopers & Lybrand in Philadelphia, PA Mr. DeCesaris graduated from Kings College with a BS in Accounting and a BS in Information Technology. He currently serves as a member of the Board of Trustees of Kings College.
John D. Miller
Age: 63
Mr. Miller, Chief Investment Officer, has served as CIO for CPA®:14, CPA®:15 and CPA®:16 – Global since 2005 and CPA®:17 – Global since October 2007. Mr. Miller joined W. P. Carey & Co. LLC in 2004 as Vice Chairman of Carey Asset Management Corp. and has served as CIO of W. P. Carey & Co. LLC since 2005. Mr. Miller was a Co-founder of StarVest Partners, L.P., a technology oriented, venture capital fund. He was Chairman and President of the StarVest management company and served on a number of boards of its portfolio companies until the end of the fund’s active investment period in 2005. Mr. Miller continues to retain a Non-Managing Member interest in StarVest. From 1995 to 1998, Mr. Miller served as President of Rothschild Ventures Inc., the private investment unit of Rothschild North America, a subsidiary of the worldwide Rothschild Group,
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where he helped raise and was Co-chair of the Rothschild Recovery Fund. Prior to joining Rothschild, Mr. Miller held positions at two private equity firms, Credit Suisse First Boston’s Clipper Capital Associates, Inc. and Starplough Inc., an affiliate of Rosecliff, Inc. Mr. Miller previously served in investment positions at the Equitable for 24 years, including serving as President and CEO of Equitable Capital Management Corporation and as head of its Corporate Finance Department. He currently serves on the Board of CKX, Inc. and sits on a number of its committees. He received his B.S. from the University of Utah and an M.B.A. from the University of Santa Clara.
AUDIT COMMITTEE MATTERS
Audit Committee
Our Board of Directors has established the Audit Committee in accordance with Section 3(a)(58)(A) of the Exchange Act. The Audit Committee meets on a regular basis at least quarterly and throughout the year as necessary. The Audit Committee’s primary function is to assist the Board of Directors in monitoring the integrity of our financial statements, the compliance with legal and regulatory requirements and independence qualifications and performance of our internal audit function and Independent Registered Public Accounting Firm, all in accordance with the Audit Committee charter. The Directors who serve on the Audit Committee are all “independent” as defined in our Bylaws and the New York Stock Exchange listing standards and applicable rules of the Securities and Exchange Commission. The Audit Committee is currently comprised of Elizabeth P. Munson and Richard J. Pinola (Chairman). Our Board of Directors has determined that Mr. Pinola, an Independent Director, is a “financial expert” as defined in Item 407 ofRegulation S-K under the Securities Act of 1933, as amended. Our Board of Directors has adopted a formal written charter for the Audit Committee, which is attached as an appendix to this Proxy Statement and can be found on our website (www.cpa16.com) in the “Corporate Governance” section.
REPORT OF THE AUDIT COMMITTEE
The information contained in this report shall not be deemed to be “soliciting material” or to be “filed” with the Commission, nor shall such information be incorporated by reference into any previous or future filings under the Securities Act of 1933, as amended, or the Exchange Act except to the extent that the Company incorporates it by specific reference.
The Audit Committee reports as follows with respect to the audit of CPA®:16 – Global’s fiscal 2007 audited financial statements.
The Committee held four regularly scheduled quarterly meetings during 2007, and also met two additional times.
The Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2007 with the management of CPA®:16 – Global.
The Committee has discussed with the Independent Registered Public Accounting Firm the matters required to be discussed by Statement on Auditing Standards No. 61, as amended. The Committee has received written disclosures and the letter from the Independent Registered Public Accounting Firm required by Independence Standards Board Standard No. 1 and has discussed with the Independent Registered Public Accounting Firm their independence from CPA®:16 – Global and its affiliates and, based on review and discussions of CPA®:16 – Global’s audited financial statements with management and discussions with the Independent Registered Public Accounting Firm, the Audit Committee recommended to the Board of Directors that the audited financial statements for the fiscal year ended December 31, 2007 be included in the Annual Report onForm 10-K for filing with the Securities and Exchange Commission.
Submitted by the Audit Committee:
Richard J. Pinola, Chairman
Elizabeth P. Munson
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Fees Billed By PricewaterhouseCoopers LLP During Fiscal Years 2007 and 2006
The following table sets forth the approximate aggregate fees billed to CPA®:16 – Global during fiscal years 2007 and 2006 by PricewaterhouseCoopers LLP, categorized in accordance with SEC definitions and rules:
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| | 2006 | | | 2005 | |
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Audit Fees(1) | | $ | 436,443 | | | $ | 713,200 | |
Audit Related Fees(2) | | | 0 | | | | 0 | |
Tax Fees(3) | | | 110,432 | | | | 174,200 | |
All Other Fees($)(4) | | | 0 | | | | 0 | |
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Total Fees | | $ | 546,875 | | | $ | 887,400 | |
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(1) | | Audit Fees: This category consists of fees for professional services rendered for the audits of CPA®:16 – Global’s fiscal 2007 and 2006 financial statements and the review of the financial statements included in the Quarterly Reports onForm 10-Q for the quarters ended March 31, June 30, and September 30, 2007 and 2006 and other audit services. |
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(2) | | Audit Related Fees: This category consists of audit related services performed by PricewaterhouseCoopers LLP. No fees were billed for assurance and audit related services rendered by PricewaterhouseCoopers LLP for the years ended 2007 and 2006. |
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(3) | | Tax Fees: This category consists of fees billed to CPA®:16 – Global by PricewaterhouseCoopers LLP for tax compliance and consultation services. |
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(4) | | All Other Fees: No fees were billed for other services rendered by PricewaterhouseCoopers LLP for the years ended 2007 and 2006. |
Pre-Approval By Audit Committee
The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the Independent Registered Public Accounting Firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services. The Independent Registered Public Accounting Firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the Independent Registered Public Accounting Firm in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on acase-by-case basis. For fiscal year 2007, pre- approved non-audit services included those services described above for “Tax Fees.”
BOARD MEETINGS AND DIRECTORS’ ATTENDANCE
There were four regular quarterly Board meetings and seven Audit Committee meetings held in 2007 and each Director attended at least seventy-five percent of the Board meetings and Audit Committee meetings held while he or she was a Director. The Board of Directors of CPA®:16 – Global does not have a standing nominating or compensation committee.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS – FISCAL 2007
We have no employees.Day-to-day management functions are performed by Carey Asset Management Corp. or its affiliates. During 2007, we did not pay any compensation to our Executive Officers. We have not paid, and do not intend to pay, any annual compensation to our Executive Officers for their services as officers; however we reimburse our advisor for the services of its personnel, including those who serve as our officers pursuant to the advisory agreement. Please see the section titled “Certain Relationships and Related Transactions” for a description of the contractual arrangements between us and W. P. Carey & Co. LLC and its affiliates.
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CPA®:16 – Global pays its Directors who are not officers $18,000 per year for their services as Directors on a quarterly basis, which includes attendance fees of up to $1,667 per year. In addition, the Chairman of the Audit Committee receives up to $6,000 per year on a quarterly basis (pro-rated to the extent such Director also serves as Chairman of the Audit Committee for other CPA® REITs). During 2007, the Directors as a group received $69,083 in fees. Wm. Polk Carey and Gordon F. DuGan did not receive compensation for serving as Directors.
| | | | |
| | Total Fees Earned
| |
Director | | or Paid in Cash ($)* | |
|
Marshall E. Blume(1) | | | 17,583 | |
Trevor P. Bond(1) | | | 417 | |
Elizabeth P. Munson | | | 17,583 | |
Richard J. Pinola | | | 20,000 | |
James D. Price(1) | | | 13,500 | |
| | | | |
Total | | | 79,083 | |
| | |
* | | Total Director compensation. |
|
(1) | | Mr. Bond served as a Director until April 2007. He now serves on the Board of W. P. Carey & Co. LLC. Mr. Blume served as Director from April 2007 until April 2008. He now serves on the Boards of CPA®:14 and CPA®:15. Mr. Price served as Director until October 2007. He now serves on the Boards of CPA®:14, CPA®:15 and CPA®:17 – Global. |
Effective as of the date of the 2008 Annual Meeting, the compensation we pay to each of our independent directors will include an annual cash retainer of $19,333; an additional annual cash retainer of $6,000 for the Chairman of the Audit Committee; $1,000 for in-person attendance at each regular quarterly board meeting; and, an annual grant of $10,000 of shares of our common stock, valued based upon our most recently published net asset value.
BOARD REPORT ON EXECUTIVE COMPENSATION
Securities and Exchange Commission regulations require the disclosure of the compensation policies applicable to Executive Officers in the form of a report by the compensation committee of the Board of Directors (or a report of the full Board of Directors in the absence of a compensation committee). As noted above, CPA®:16 – Global has no employees and pays no direct compensation. As a result, CPA®:16 – Global has no compensation committee and the Board of Directors has not considered a compensation policy for employees and has not included a report with this Proxy Statement. Pursuant to the advisory agreement, CPA®:16 – Global reimburses an affiliate of W. P. Carey & Co. LLC for CPA®:16 – Global’s proportional share of the cost incurred by affiliates of W. P. Carey & Co. LLC in paying Wm. Polk Carey and Gordon F. DuGan, in connection with their services on behalf of the Company, other than as Directors. Please see the section titled “Certain Relationships and Related Transactions” for additional details regarding reimbursements to W. P. Carey & Co. LLC and its affiliates.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As noted above, CPA®:16 – Global’s Board of Directors has not appointed a compensation committee. None of the members of the CPA®:16 – Global Board are involved in a relationship requiring disclosure as an interlocking Executive Officer/Director or under Item 404 ofRegulation S-K or as a former officer or employee of CPA®:16 – Global.
SECURITIES OWNERSHIP BY MANAGEMENT
“Beneficial Ownership” as used herein has been determined in accordance with the rules and regulations of the Securities and Exchange Commission and is not to be construed as a representation that any of such shares are in fact beneficially owned by any person. As of April 18, 2008, the record date, CPA®:16 – Global knows of no shareholder who owns beneficially 5% or more of the outstanding shares.
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The following table shows how many shares of CPA®:16 – Global’s common stock the Directors and Executive Officers owned as of April 18, 2008, the record date. Directors and Named Executive Officers who owned no shares are not listed in the table. The business address of the Directors and officers listed below is the address of our principal executive office, 50 Rockefeller Plaza, New York, NY 10020.
DIRECTOR AND OFFICER STOCK OWNERSHIP
| | | | | | | | |
| | Amount and Nature
| | | | |
Name of Beneficial Owner | | of Beneficial Ownership | | | Percentage of Class | |
|
Wm. Polk Carey | | | 3,744,401 | (1) | | | 3.10 | % |
Elizabeth P. Munson | | | 1,173 | | | | * | |
Richard J. Pinola | | | 5,936 | | | | * | |
Thomas E. Zacharias | | | 2,732 | | | | * | |
| | | | | | | | |
All Directors and Executive Officers as a Group (7 Individuals) | | | 3,754,242 | | | | 3.11 | % |
| | |
* | | Less than 1%. |
|
(1) | | Includes 2,752,432 shares owned by Carey Asset Management Corp., 700,538 shares owned by W. P. Carey International and 291,431 shares owned by Carey REIT II, Inc. |
In addition, as of April 18, 2008, the following Executive Officers and Directors held the following number of units in the 2003 Partnership Equity Unit Plan (the “2003 PEP Plan”) and the 2005 Partnership Equity Unit Plan (the “2005 PEP Plan”), the value of which is determined by reference to the value of shares of CPA®:16 – Global as described below:
| | | | |
Name | | Number of Units in PEP Plans | |
|
Wm. Polk Carey | | | 67,800 | |
Gordon F. DuGan | | | 133,255 | |
Thomas E. Zacharias | | | 52,857 | |
Mark J. DeCesaris | | | 13,800 | |
John D. Miller | | | 4,926 | |
The 2003 PEP Plan and the 2005 PEP Plan are long-term incentive plans for qualified officers of Carey Asset Management Corp. and its affiliates. Under the 2003 PEP Plan, upon the happening of certain liquidity events with respect to CPA®:16 – Global, the value of units will be determined and may be distributed to unit holders based on the per-share value received by CPA®:16 – Global shareholders in connection with the liquidity event. Under the 2005 PEP Plan, units generally mature and become payable twelve years after the date of award, at a value equal to the last appraised value for a share of CPA®:16 – Global common stock; however, if a liquidity event for CPA®:16 – Global occurs prior to maturity of the units, then the value of the units at that time will be determined based on the per-share value received by CPA®:16 – Global shareholders in connection with the liquidity event, but may not be distributed until maturity and subsequent to such liquidity event the units may be subject to such other method of valuation as may be determined by the Compensation Committee of W. P. Carey & Co. LLC. Holders of the units described above do not carry rights as shareholders of CPA®:16 – Global, but are entitled to distribution payments in the same amount and frequency as are paid by CPA®:16 – Global to its shareholders.
CODES OF ETHICS
CPA®:16 – Global’s Board of Directors has adopted a Code of Ethics which sets forth the standards of business conduct and ethics applicable to all of our employees, including our principal Executive Officers and Directors. This code is available on the Company’s website (www.cpa16global.com) in the “Corporate Governance” section. We also intend to post amendments to or waivers from the Code of Ethics at this location on the website.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Wm. Polk Carey is the Chairman of CPA®:16 – Global’s Board of Directors. During 2007, CPA®:16 – Global has retained its advisor, Carey Asset Management, to provide advisory services in connection with identifying, evaluating, negotiating, financing, purchasing and disposing of investments and performingday-to-day management services and certain administrative duties for CPA®:16 – Global pursuant to an advisory agreement. Carey Asset Management is a Delaware corporation and wholly-owned subsidiary of W. P. Carey & Co. LLC, a Delaware limited liability company of which Wm. Polk Carey is Chairman of the Board and the beneficial owner of over 10% of its equity securities. For the services provided to CPA®:16 – Global, the advisor earns asset management and performance fees, each of which is equal to one half of one percent per annum of the average invested assets of CPA®:16 – Global. The payment of performance fees is subordinated to the performance criterion, a non-compounded cumulative distribution return of 6% per annum, which was met as of June 2007. Asset management and performance fees are payable in cash or restricted stock at the option of the advisor. During 2007, the asset management and performance fees earned by the advisor totaled $17.974 million of which approximately half is payable only if the threshold return to investors is met. CPA®:16 – Global met the threshold return in of June 2007. For 2007, the advisor elected to receive its asset management and performance fees in restricted shares of CPA®:16 – Global’s common stock. As of December 31, 2007, the advisor and its affiliates owned 3,404,914 shares (2.86%) of CPA:16 – Global’s stock.
In addition, the advisory agreement provides for the advisor to earn acquisition fees in connection with its acquisition of assets averaging not more than 4.5%, based on the aggregate cost of investments acquired, of which 2% is deferred and payable in equal annual installments over three years beginning on January 1st of the year following that in which a property was purchased, with payment subordinated to the performance criterion. Unpaid installments bear interest at 5% per annum. During 2007, the advisor earned acquisition fees totaling $31.102 million, payment of $13.918 million of which was subordinated and deferred. All investments acquired during 2007 were acquired using the proceeds from CPA®:16 – Global’s second public offering during 2006, under the terms of which the advisor does not receive an acquisition expense allowance but is reimbursed for all reasonable direct third party acquisition related costs incurred. The advisor did not incur any direct third party costs related to our investment activity during 2007.
In June 2007, CPA:16 – Global met its performance criterion, and as a result, amounts included in due to affiliates in the consolidated balance sheets totaling $45.919 million as of June 30, 2007, consisting of performance fees of $11.945 million deferred acquisition fees of $31.674 million and interest thereon of $2.3 million became payable to the advisor. CPA:16 – Global paid the previously deferred performance fees totaling $11.945 million to the advisor in July 2007 in the form of 1,194,549 restricted shares of CPA:16 – Global common stock. The deferred acquisition fees of $31.674 million and interest thereon of $2.300 million are payable to the advisor in cash beginning in January 2008. These amounts are exclusive of deferred acquisition fees and interest thereon incurred in connection with transactions completed subsequent to meeting the performance criterion.
The advisor is entitled to receive subordinated disposition fees based on the total consideration received by CPA®:16 – Global for the sale of CPA®:16 – Global’s investments. Pursuant to the subordination provisions of the advisory agreement, the disposition fees may be paid only after the shareholders receive 100% of their initial investment from the proceeds of asset sales and a cumulative annual return of 6% (based on an initial share price of $10) since CPA®:16 – Global’s inception. Payment of such amount, however, cannot be made until the subordination provisions are met. During 2007, CPA®:16 – Global did not sell any assets and so no such disposition fees have been accrued.
CPA®:16 – Global owns interest in entities which range from 25% to 99.99%, with the remaining interests held by affiliates.
Because CPA®:16 – Global does not have its own employees, the advisor employs, directly and through its affiliates, CPA®:16 – Global’s officers and other personnel to provide services to CPA®:16 – Global. During 2007, $2.257 million was paid to the advisor by CPA®:16 – Global to cover such personnel expenses, which amount includes both cash compensation and employee benefits. In addition, pursuant to a cost-sharing arrangement among the CPA® REITs, the advisor and other affiliates of the advisor, CPA®:16 – Global pays its proportionate share, based on adjusted revenues, of office rental expenses and of certain other overhead expenses. Under this arrangement, CPA®:16 – Global’s share of office rental expenses for 2007 was $453,000.
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CPA:16 – Global is liable for certain expenses of offerings of our securities including filing, legal, accounting, printing and escrow fees, which are to be deducted from the gross proceeds of the offerings. CPA:16 – Global reimburses Carey Financial or one of its affiliates for expenses (including fees and expenses of its counsel) and for the costs of any sales and information meetings of Carey Financial’s employees or those of one of its affiliates relating to our securities offerings. Total underwriting compensation with respect to any offering may not exceed 10% of gross proceeds of such offering. The advisor has agreed to be responsible for the payment of (i) organization and offering expenses (excluding selling commissions and selected dealer fees paid and expenses reimbursed to the sales agent and selected dealers) which exceed 4% of the gross proceeds of each offering and (ii) organization and offering expenses (including selling commissions, fees paid and expenses reimbursed to selected dealers) which exceed 15% of the gross proceeds of each offering. The total costs paid by our advisor and its subsidiaries in connection with offerings of our securities were $60.347 million through December 31, 2007, of which we have reimbursed $58.888 million. Unpaid costs are included in due to affiliates in the consolidated financial statements.
Policies and Procedures With Respect to Related Party Transactions
Our bylaws generally provide that all of the transactions that we enter into with related persons, such as our Directors, Officers, their immediate family members and our stockholders owning 5% or more of our outstanding stock, must be, after disclosure of such affiliation, approved or ratified by a majority of our Directors (including a majority of independent Directors) who are not otherwise interested in the transaction. In making their determination, such Directors and Independent Directors must consider whether (1) the transaction is in all respects on such terms as, at the time of the transaction and under the circumstances then prevailing, fair and reasonable to our stockholders and (2) the terms of such transaction are at least as favorable as the terms then prevailing for comparable transactions with unaffiliated third parties.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based upon a review of filings with the U.S. Securities and Exchange Commission, CPA®:16 – Global believes our Directors, Executive Officers and beneficial owners of 10% or more of our shares timely filed reports required to be filed in 2007 under Section 16(a), except that Mr. Marshall E. Blume did not timely report on Form 4 two acquisitions totaling 502 shares. In addition, in connection with transactions by Carey Asset Management Corp. (“CAM”) and W. P. Carey International (“WPCI”), through which Mr. Wm. Polk Carey beneficially owns Company shares, he did not timely report on Form 4 (i) two acquisitions by CAM totaling 117,592 shares; and (ii) two acquisitions by WPCI totaling 29,288 shares. Corrective filings were made in respect of each of these transactions.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
From CPA®:16 – Global’s inception, we have engaged the firm of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm. The Board of Directors is in the process of engaging PricewaterhouseCoopers LLP as auditors for 2008. PricewaterhouseCoopers LLP also serves as auditors for our affiliates, W. P. Carey & Co. LLC and its subsidiaries, CPA®:14 CPA®:15 and CPA®:17 – Global.
A representative of PricewaterhouseCoopers LLP will be available at the Annual Meeting to make a statement, if they desire to do so, and to respond to appropriate questions from shareholders.
SHAREHOLDER COMMUNICATIONS
The Board will give appropriate attention to written communications that are submitted by shareholders, and will respond if and as appropriate. Absent unusual circumstances or as contemplated by committee charters and subject to any required assistance or advice from legal counsel, Ms. Susan C. Hyde, Director of Investor Relations, is primarily responsible for monitoring communications from shareholders and for providing copies or summaries of such communications to the Directors as she considers appropriate. This monitoring process has been approved by our Independent Directors.
Stockholders who wish to send communications on any topic to the Board should address such communications in care of Ms. Susan C. Hyde, Director of Investor Relations, at W. P. Carey & Co. LLC, 50 Rockefeller Plaza, New York, NY 10020.
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APPENDIX A
CORPORATE PROPERTY ASSOCIATES 14 INCORPORATED
CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED
CORPORATE PROPERTY ASSOCIATES 16 – GLOBAL INCORPORATED
CORPORATE PROPERTY ASSOCIATES 17 – GLOBAL INCORPORATED
(collectively, the “Company” or the “CPA® REITs”)
AUDIT COMMITTEES OF THE BOARDS OF DIRECTORS (collectively, the “Audit Committee,” and the “Board,” respectively)
CHARTERS
The Audit Committee is appointed by the Board to assist the Board in monitoring (1) the integrity of the financial statements of the Company, (2) the compliance by the Company with legal and regulatory requirements and (3) the independence, qualifications and performance of the Company’s internal audit function and independent auditors.
The Audit Committee shall consist of no fewer than three members, comprised solely of independent directors meeting the independence and experience requirements of the New York Stock Exchange, the Securities Exchange Act of 1934 and the rules and regulations of the Securities and Exchange Commission; provided, however, that if, during temporary periods, there are not three members of the Board who satisfy such requirements due to vacancies, the Audit Committee shall consist of all such members who satisfy such requirements and in no event less than one person. The members of the Audit Committee shall be appointed by the Board. Each Audit Committee member shall be able to read and understand financial statements and be financially literate.
The Audit Committee shall have the authority to retain special legal, accounting or other consultants to advise the Audit Committee, and the Company shall provide appropriate funding therefor. The Audit Committee may request any officer or employee of the Company or the Company’s outside counsel or independent auditor to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee.
The Audit Committee shall make regular reports to the Board.
II. RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties the Audit Committee shall:
Documents/Reports Review
1. Review and reassess the adequacy of this Charter annually and submit it to the Board for approval.
2. Review the annual audited financial statements with management, including major issues regarding accounting and auditing principles and practices, the adequacy of internal controls that could significantly affect the Company’s financial statements and the Company’s disclosures under the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Company’sForm 10-K. Recommend to the board of directors that the audited financial statements be included in the Annual Report onForm 10-K filed with the Securities and Exchange Commission.
3. Review the regular internal reports to management prepared by those responsible for the internal audit function and management’s response.
4. Review with financial management and the independent auditors the10-Q prior to its filing or prior to the release of earnings. The Chair of the Audit Committee may represent the entire Audit Committee for purposes of this review.
5. Review the Advisory Agreement between the Company and the Advisor on an annual basis and recommend action to Board of Directors.
A-1
Independent auditors
6. Appoint or replace the independent auditors, considering independence and effectiveness, and approve the fees and other compensation to be paid to the independent auditors. The independent auditors are ultimately accountable to the Audit Committee and the Board, and shall report directly to the Audit Committee. The Audit Committee may consult with management but may not delegate these responsibilities.
7. Review the performance of the independent auditors. Such review shall include a consideration of whether, in order to assure continuing auditor independence, the lead audit partner or the audit firm itself must be rotated.
8. Review with the independent auditors, out of the presence of management, internal controls, the fullness and accuracy of the Company’s financial statements and any management letter provided by the auditor and the Company’s response to that letter.
9. Approve the fees paid to the independent auditors.
10. Preapprove all services to be performed by the independent auditors, including any non-audit services, and cause the Company to properly disclose any approvals of non-audit services by the Audit Committee. Such preapprovals may be delegated to a subcommittee of one or more Audit Committee members, provided that decisions of such subcommittee to grant preapprovals shall be presented to the full Audit Committee at its next scheduled meeting.
Financial Reporting Processes
11. In consultation with the independent auditors and those responsible for the internal audit function, review the integrity of the Company’s financial reporting processes, both internal and external.
12. Consider the independent auditors’ judgments about the quality and appropriateness of the Company’s accounting principles as applied in its financial reporting.
13. Consider and review, if appropriate, major changes to the Company’s auditing and accounting principles and practices as suggested by the independent auditors, management, or those responsible for the internal audit function.
14. Meet periodically with management to review the Advisor’s policies and practices with respect to risk assessment and management relating to the Company, including major financial risk exposures and the steps management has taken to monitor and control such exposures.
15. Meet regularly and separately with management, personnel responsible for the internal audit function and with the independent auditors to oversee the Company’s internal audit functions and internal controls.
16. Review and discuss with management 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.
Process Improvement
17. Meet with the independent auditor prior to the audit to review the planning and staffing of the audit.
18. Establish regular and separate systems of reporting to the Audit Committee by each of management, the independent auditors and those responsible for the internal audit function regarding any significant judgments made in management’s preparation of the financial statements and the view of each as to appropriateness of such judgments.
19. Following completion of the annual audit, review separately with each of management, the independent auditors and those responsible for the internal audit function any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information, and management’s response.
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20. Review any significant disagreement among management and the independent auditors or those responsible for the internal audit function in connection with the preparation of the financial statements.
21. Review with the independent auditors, those responsible for the internal audit function and management the extent to which changes or improvements in financial or accounting practices, as approved by the Audit Committee, have been implemented. (This review should be conducted at an appropriate time subsequent to implementation of changes or improvements, as decided by the Audit Committee.)
22. 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.
23. Set clear hiring policies for the Company and the Advisor as to employees or former employees of the independent auditors.
Ethical and Legal Compliance
24. Review activities, organizational structure and qualifications of those responsible for the internal audit function.
25. Review, with the Company’s counsel, legal compliance matters including corporate securities trading policies.
26. Review, with the Company’s counsel, any legal matter that could have a significant impact on the Company’s financial statements.
27. Perform any other activities consistent with this Charter, the Company’s Bylaws and governing law, as the Audit Committee or the Board deems necessary or appropriate.
28. Oversee the preparation of and approve the report required by the rules of the Securities and Exchange Commission to be included in the Company’s annual proxy statement.
29. Evaluate the performance of the Audit Committee annually.
30. Establish procedures for:
(a) the receipt, retention and treatment of complaints received by the Company or the Advisor regarding accounting, internal accounting controls or auditing matters; and
(b) the confidential, anonymous submission by individuals that provide services to the Company of concerns regarding questionable accounting or auditing matters.
A-3
The Board of Directors recommends a vote “FOR” all nominees.
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| | | | | | | | With- | | For All |
| | | | | | For | | hold | | Except |
1. | | Election of Directors for the One-YearTerm Expiring in 2009: | | | | o | | o | | o |
| | | | | | | | | | |
| | (01) William P. Carey | | (02) Gordon F. DuGan |
| | (03) Elizabeth P. Munson | | (04) Richard J. Pinola |
| | | | |
INSTRUCTION: To withhold authority to vote for any individual nominee, mark “For All Except” and write that nominee’s name in the space provided below.
| | | | | |
| | | | | |
| Please be sure to sign and date | | | Date | |
| this Proxy in the box below. | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
Stockholder sign above Co-holder (if any) sign above
| | | | |
| | Please mark your votes as indicated in this example | | x |
| | |
2. | | Such other matters as may properly come before the meeting at the discretion of the proxy holders. |
THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST AS DIRECTED OR SPECIFIED. IF THIS PROXY IS EXECUTED BUT NO DIRECTION IS GIVEN, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST FOR THE NOMINATED DIRECTORS. THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST FOR OR AGAINST ANY OTHER MATTERS THAT PROPERLY COME BEFORE THE MEETING AT THE DISCRETION OF THE PROXY HOLDER.
SIGNATURE(S) MUST CORRESPOND EXACTLY WITH NAME(S) AS IMPRINTED HEREON. When signing in a representative capacity, please give title. When shares are held jointly, only one holder need sign.
*** IF YOU WISH TO AUTHORIZE YOUR PROXY BY TELEPHONE OR INTERNET, PLEASE READ THE INSTRUCTIONS BELOW ***
áFOLD AND DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAILá
Your telephone/Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.
Please have this card handy when you call. You will need it in front of you in order to complete the voting process.
AUTHORIZE YOUR PROXY BY PHONE : You will be asked to enter theCONTROL NUMBER(look below at right).
| | |
OPTION A: | | To vote as the Board of Directors recommends on the proposal, press1. Your vote will be confirmed. |
| | |
OPTION B: | | If you choose to vote on the proposal on your own, press2.You will hear these instructions: |
To voteFOR ALLnominees, press1;toWITHHOLD FOR ALLnominees, press2.
To voteFOR ALL NOMINEES EXCEPTfor certain of the nominees, press3
and listen to the instructions.
AUTHORIZE YOUR PROXY BY INTERNET : The web address iswww.proxyvoting.com/wpc
You will be asked to enter theCONTROL NUMBER(look below at right).
If you authorize your proxy by telephone or internet, DO NOT mail back your proxy card.
Please note that the last vote received, whether by telephone, internet or by mail, will be the vote counted.
THANK YOU FOR VOTING
Call««« Toll Free««« On a Touch Tone Telephone
1-888-514-4649 — ANYTIME
There isNO CHARGEto you for this call
TELEPHONE/INTERNET PROXY AUTHORIZATION DEADLINE: 12 midnight-June 11, 2008
FOR TELEPHONE/
INTERNET PROXY AUTHORIZATION:
CONTROL NUMBER
REVOCABLE PROXY
CORPORATE PROPERTY ASSOCIATES 16 – GLOBAL INCORPORATED
Proxy for Annual Meeting of Stockholders — June 12, 2008
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Corporate Property Associates 16 – Global Incorporated appoints Thomas E. Zacharias and Mark J. DeCesaris, and each of them, with full power of substitution, as proxy to attend the Annual Meeting of Stockholders of the Company to be held at Corporate Property Associates 16 – Global Incorporated’s executive offices, 50 Rockefeller Plaza, New York, New York 10020, on June 12, 2008, at 4:00 p.m., local time, and any adjournment or postponement thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such meeting and otherwise to represent the undersigned at the meeting with all powers possessed by the undersigned if personally present at the meeting. The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting of Stockholders and of the accompanying Proxy Statement, the terms of each of which are incorporated by reference, and revokes any proxy heretofore given with respect to such meeting.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR
AUTHORIZE YOUR PROXY VIA THE INTERNET OR BY TELEPHONE.
(Continued, and to be marked, dated and signed, on the other side)
ê FOLD AND DETACH HERE ê
CORPORATE PROPERTY ASSOCIATES 16 – GLOBAL INCORPORATED
ANNUAL MEETING — JUNE 12, 2008
YOUR VOTE IS IMPORTANT!
You can authorize your proxy in one of three ways:
1. | | Calltoll free 1-888-514-4649on a Touch Tone telephone and follow the instructions on the reverse side. There isNO CHARGEto you for this call. |
or
2. | | Via the Internet atwww.proxyvoting.com/wpcand follow the instructions. |
or
3. | | Mark, sign and date your proxy card and return it promptly in the enclosed envelope. |
PLEASE VOTE

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