MANDATE AND ROLE OF THE BOARD
The Board’s primary responsibilities are to approve and oversee items essential to the prudential oversight of CWB, such as s trategy, risk appetite, capital plans, succession planning, and key policies, and to provide challenge, advice, and guidance to CWB’s senior management. The Board has plenary power and exercises overall accountability for the management and supervision of CWB’s affairs. The Board has responsibility to determine CWB’s approach to governance i ssues, including ethical conduct, based on recommendations and reports from the GCR Committee. The Board is responsible for establishing appropriate mandates and procedures to ensure that the Board, Board committees and individual directors, function independently of management. The Board has developed a mandate which is reviewed annually and sets out the Board's purpose, organization, duties, and responsibilities. Mandates for the Board, Chair of the Board, committee Chairs and each committee are available in the Corporate Governance section of CWB's website at www.cwb.com/corporate-governance, and the text of the Mandate of the Board is incorporated by reference into this Circular. In addition, a comprehensive list of directors’ obligations under the Bank Act , OSFI Guidelines, and Canadian securities laws has been documented and cross-referenced against the Mandate of the Board and each of its committees to ensure that the Board fulfils all of its obligations. The Bank Act requires the Board to perform certain functions, including approving financial statements, issuing shares, and declaring dividends, but the Board may delegate certain other matters and decisions to its Committees and management. As part of the delegation of authority to management, the Board establishes certain limits and thresholds which, if exceeded, require Board approval.
STRUCTURE AND COMMITTEES
To help the Board fulfil its mandate, the Board delegates certain powers, duties, and responsibilities to its committees. The current committee structure of the Board includes the Audit, GCR, HR, and Risk Committees. Each Board committee has a mandate setting out its responsibilities as summarized in the reports starting on page 27.
COMMITTEE STRUCTURE
The Board believes that individual directors should have exposure to different committees to develop a broad understanding of our operations. Each director is expected to serve on two committees (including one of the Audit or Risk Committees) , and the GCR Committee regularly reviews and considers each committee’s composition. The Chair of the Board serves on all of the Board committees. Mr. Fowler, as a management director, does not serve on any committees, with the exception of the Risk Committee’s LAP in which he may participate.
The LAP is typically comprised of three Board members (who may vary from meeting to meeting) selected by the Chair of the LAP in consultation with the SVP, Credit Risk Management, and is overseen by the Risk Committee.
CHAIR OF THE BOARD
The Chair of the Board is an independent director, responsible for ensuring that the Board functions effectively and independently of management, and that it meets the obligations and responsibilities as set out in its mandate.
CHAIR MANDATES
The Board has developed written mandates for the Chair of the Board and for the Chairs of our Board committees, copies of which are available in the Corporate Governance section of our website at www.cwb.com/corporate-governance.
19 | Canadian Western Bank- Management Proxy Circular
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