BRE Properties is committed to corporate governance practices that ensure the company is well-managed and serves the best interests of all stakeholders – investors, employees and customers. A foundation of the company’s high standards of corporate governance is the composition of the BRE Board of Directors. At December 31, 2008, the board comprised 10 members, eight of whom were independent, including our non-executive chairman. All directors stand for election annually.

The board believes that good corporate governance requires ongoing vigilance and oversight if it is to be successful. The following guidelines have been established to assist in accomplishing this objective.

Independent Directors Access to Company Management
Independent directors have complete access to company management to ask questions and receive information necessary to perform their duties.

Meetings of Independent Directors in Executive Session
Independent directors meet in executive session without management directors or management present at least four times per year. They review the company’s implementation of and compliance with its corporate governance guidelines.

Shareholder Access to Independent Directors
Shareholders may pose written questions to the independent directors about the normal operation of the company and receive a written response.

Board Access to Independent Advisers
Board standing committees may hire independent advisers as set forth in their applicable charters. The board as a whole has access to the advisers that the company retains or that the board considers necessary to discharge its responsibilities.

Annual Self-Evaluation
Following the end of each fiscal year, the Nominating and Governance committee oversees an annual assessment of the board’s performance during the prior year as well as that of individual board members.

The committee is responsible for establishing the evaluation criteria and implementing the process for such evaluation as well as considering other corporate governance principles that may merit consideration by the board. The assessment includes a review of any areas in which the board or management believes the board can make a better contribution to the governance of the company as well as a review of the committee structure and an assessment of the board’s compliance with the principles set forth in the governance guidelines. The purpose of the review is to improve the performance of the board as a unit and that of individual board members. The committee utilizes the results of the board’s evaluation process in assessing and determining the characteristics and critical skills required of prospective candidates for election to the board.

Annual Review of Chief Executive Officer
The Compensation committee, with input from the chief executive officer, establishes the performance criteria (including both long-term and short-term goals) to be considered in conjunction with the CEO’s annual performance evaluation. At the end of each year, the CEO makes a presentation or furnishes a written report to the committee indicating her progress against such established performance criteria. The committee meets to independently review performance. The results of this review and evaluation are communicated to the CEO by the committee chairman and chairman of the board.

Succession Planning
The chairman of the board works on a periodic basis with the CEO to review, maintain and revise, if necessary, the company’s senior management succession plan, including the position of CEO. The CEO reports annually to the board on the status of this plan, including a discussion of assessments, leadership development plans and other relevant factors.

For a complete description of BRE’s Corporate Governance Guidelines, click on the Investors section of breproperties.com, select Corporate Information and choose Governance Documents from the drop-down menu on the page.

The management of BRE Properties, Inc. is responsible for maintaining effective internal controls over financial reporting and assessing their effectiveness, based on criteria established in “Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). As of December 31, 2008, management believes the company has maintained effective internal controls over financial reporting, in all material aspects, based on the COSO criteria.