GOVERNANCE AT CWB: A SNAPSHOT
A summary of the key elements of our governance practices and where you can find them in this Circular follows:
Corporate Governance Snapshot
See Page
Appropriate Board size
9 director nominees
5, 18
8 of 9 director nominees are independent (1)
Board independence
21
Formal Mandate for Board, Board Committees and Board Chair
✓
19
✓
Separate Chair and CEO positions
21
✓
Annually elect directors
5, 7
✓
Elect directors individually (not by slate)
21
✓
Majority voting policy for directors
21
Board diversity, including targets
56% of director nominees are women 11% of director nominees identify as Black, Indigenous or racialized persons 75% of committee Chairs are women 29% of executives are women 29% of executives identify as Black, Indigenous or racialized persons
22
Senior Executive diversity policy, including targets (as at October 31, 2023)
23
✓
Share ownership requirements for directors
16
✓
Share ownership requirements for executives
36
Formal mandates for the independent Chair of the Board and committee Chairs, and position description for the CEO ✓
19, 34
Retirement age for directors
75
22
✓
Code of business conduct and ethics rooted in our values
21
✓
Orientation and continuing education program for directors
25
✓
Annual advisory vote on executive compensation
6, 32
Formal assessment process for the Board, Chair of the Board and committee Chairs ✓
26
✓
Shareholder engagement program
24
(1) Under the Bank Act, the CEO is required to serve as a director of CWB.
OUR BOARD OF DIRECTORS
NOMINATION OF DIRECTORS, BOARD COMPOSITION AND BOARD RENEWAL
The GCR Committee is our Nominating Committee and is responsible for board renewal, including identifying new director candidates for consideration and recommending candidates.
Our objective is for our Board to have a sufficient and diverse range of skills, expertise, and experience to see that its responsibilities are carried out effectively. The GCR Committee annually reviews the size, composition and diversity of the Board and Board committees. The GCR Committee uses the Director Skills and Experience table set out on page 13 to:
1. Assess the competencies and diversity of current directors; 2. Identify desirable skill sets to look for in new director candidates; and 3. Consider whether the Board’s skills and experience need to be strengthened in any areas.
As part of the Board’s renewal process, the GCR Committee regularly analyzes these factors when considering whether the Board has the appropriate Board composition and recommending potential nominees for consideration.
The GCR Committee solicits suggestions from other directors, and also identifies qualified candidates with support from professional search firms as needed.
The GCR Committee assesses candidate skills, expertise, and experience against the needs of the Board and its committees, and the current complement of directors. The GCR Committee is guided by the diversity criteria and target s in our Corporate Governance Policy, and will also take into account such matters as a candidate’s geographic location and the key requirements of integrity and alignment with CWB’s core values. Background checks are completed on all new director nominees.
Canadian Western Bank- Management Proxy Circular | 18
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