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## 30. RELATED PARTY TRANSACTIONS 

## a) Related Parties 

Related parties include subsidiaries, associates, joint arrangements, key management personnel, the Board of Directors (“Directors”), immediate family members of key management personnel and Directors, and entities which are, directly or indirectly, controlled by, jointly controlled by or significantly influenced by key management personnel, Directors or their close family members. 

## b) Key Management Personnel and Directors 

Key management personnel are those individuals that have the authority and responsibility for planning, directing and controlling the company’s activities, directly or indirectly and consist of the company’s Senior Managing Partners. The company’s Directors do not plan, direct, or control the activities the company directly; they provide oversight over the business. 

The remuneration of Directors and other key management personnel of the company during the years ended December 31, 2013 and 2012 was as follows: 

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The remuneration of Directors and key executives is determined by the Compensation Committee of the Board of Directors having regard to the performance of individuals and market funds. 

## c) Related Party Transactions 

In the normal course of operations, the company executes transactions on market terms with related parties, which have been measured at exchange value and are recognized in the Consolidated Financial Statements, including, but not limited to: base management fees, performance fees and incentive distributions; loans, interest and non-interest bearing deposits; power purchase and sale agreements; capital commitments to private funds; the acquisition and disposition of assets and businesses; derivative contracts; and the construction and development of assets. 

The following table lists the related party balances included within the Consolidated Financial Statements as at and for the years ended December 31, 2013 and 2012: 

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In November 2013, we entered into a $500 million subordinated credit facility with wholly owned subsidiaries of BPY. The terms of the facility, including the interest rate charged by the Corporation, are consistent with market practice given BPY’s credit worthiness and the subordination of this facility. This transaction was approved by the independent directors of BPY. 

In December 2012, BRPI, our 69% owned North American land developer and homebuilder, repaid its C$480 million loan to BPO, using the proceeds from the completion of a senior unsecured debt offering. BRPI paid $35 million of interest to BPO during the year ended December 31, 2012. 

In October 2012, we agreed to sell the economic interest in our directly held 10% investment in a South American transmission operation to BIP for proceeds of $235 million, subject to satisfaction of customary conditions. The transaction, which closed in 2012, was measured at fair value, as determined by an external appraiser, which approximated the carrying value of our investment. No gain or loss was recorded on the transaction in our consolidated statement of operations. 

## 31. OTHER INFORMATION 

## a) Commitments, Guarantees and Contingencies 

In the normal course of business, the company and its subsidiaries enter into contractual obligations which include commitments to provide bridge financing, letters of credit and guarantees provided in respect of power sales contracts and reinsurance obligations. At the end of 2013, the company and its subsidiaries had $1,755 million (2012 – $2,222 million) of such commitments outstanding of which $269 million (2012 – $297 million) is included in accounts payable and other liabilities in the Consolidated Balance Sheets. 

In addition, the company and its consolidated subsidiaries execute agreements that provide for indemnifications and guarantees to third parties in transactions or dealings such as business dispositions, business acquisitions, sales of assets, provision of services, securitization agreements, and underwriting and agency agreements. The company has also agreed to indemnify its 

