COMMITTEE REPORTS Each committee has provided a report below that describes its responsibilities and key 2023 activities. The table on page 12 sets out the number of committee meetings attended by each director. For more information regarding the duties and responsibilities of each committee, please refer to the respective mandates available in the Corporate Governance section of CWB’s website a t www.cwb.com/corporate-governance . The Audit Committee’s mandate is also included in the 2023 Annual Information Form that is available on CWB’s website at www.cwb.com/annual-information-form and has been filed on SEDAR+ at www.sedarplus.ca.
AUDIT COMMITTEE REPORT
Maria Filippelli (Chair) Marie Delorme Sarah A. Morgan-Silvester Margaret J. Mulligan Ian M. Reid
The Audit Committee oversees the quality and integrity of CWB's financial reporting. This includes oversight over the internal and external audit functions as well as the adequacy of CWB’s internal controls. The Audit Committee also acts as the Audit Commi ttee for each of CWB’s federally regulated subsidiaries.
The Audit Committee’s mandate is available in the Corporate Governance section of CWB’s website at www.cwb.com/corporate-governance.
The Audit Committee consists of financial experts, including Ms. Filippelli and Ms. Mulligan, and each member meets the standard for independence and is “financially literate” within the meaning of the Canadian Securities Administrators’ rules. A review of each Audit Committee member’s education, experience, and other requirements under National Instrument 52-110 – Audit Committees may be found in the 2023 Annual Information Form that is available on CWB’s website at www.cwb.com/annual- information-form and has been filed on SEDAR+ at www.sedarplus.ca.
FISCAL 2023 HIGHLIGHTS
• Reviewed and recommended for approval by the Board the annual and interim earnings releases, financial statements and MD&A, and the Annual Information Form. • Received and reviewed quarterly reports from the CFO and the Chief Accountant, which included detailed discussion of CWB Financial Group financial results, significant external disclosure changes, and updates to accounting standards and practices. • Reviewed quarterly reports concerning the performing loan allowance and provision for credit losses. • Received and reviewed quarterly reporting from management’s Disclosure Committee. • Reviewed management’s planned approach to continue to enhance CWB’s ESG disclosures and reporting. • Received and approved an assessment of CWB’s Disclosure Controls and Procedures and recommended to the Board the Internal Controls Framework. • Assessed the effectiveness of the finance and internal audit functions, and the performance of the CFO and Chief Internal Auditor. • Reviewed and approved the budget, resourcing, and mandate for the Finance function. • Reviewed and approved the risk-based internal audit plan, internal audit charter, and budget and resourcing for the internal audit oversight function. • Received quarterly reports on internal audit activities including summaries of key audit results, updates on status of open and overdue audit issues and progress against audit plan. • Received an update from management on the Whistleblower Intake process for financial reporting and accounting concerns and received regular quarterly reporting on status of any whistleblower complaints relating to audit and accounting. • Reviewed and confirmed KPMG’s independence as the external auditor for CWB and its federally regulated subsidiaries, and recommended the annual external audit plan to the Board for approval. • Received and discussed KPMG’s reports on the annual and interim financial statements. • Approved the policy to engage the external auditor for non-audit services, and approved non-audit services provided by the external auditor. • Conducted an assessment of the quality of the external audit. • Reviewed and recommended the annual financial statements of each of CWB’s federally regulated subsidiaries for approval to their respective boards. • Convened a joint meeting of the Risk and Audit Committees to review the model governance process and results for the performing loan allowance for credit losses.
Meetings: Six
At each meeting, the Audit Committee:
• Met separately with KPMG; • Met separately with the CFO; • Met separately with the Chief Internal Auditor; and • Met in camera with management absent.
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