HR COMMITTEE REPORT
Linda M.O. Hohol (Chair) Andrew J. Bibby Marie Delorme Sarah A. Morgan-Silvester Irfhan A. Rawji
The HR Committee assists the Board in overseeing CWB’s compensation practices and programs; the hiring, promotion and compensation of the Executive Committee; effective talent management, development and succession planning; employee engagement; and progress and plans with respect to culture risk and workplace culture, including employment equity, diversity and inclusion.
The mandate for the HR Committee is available in the Corporate Governance section of CWB’s website at www.cwb.com/corporate-governance.
Each HR Committee member is “independent” as determined in accordance with Canadian Securities Administrators’ rules. No HR Committee member currently serves as the CEO of a public company.
FISCAL 2023 HIGHLIGHTS
• Reviewed CWB’s fiscal 2023 Executive Committee compensation approach to oversee market alignment and best practice governance principles were maintained. • Recommended to the Board the annual salary adjustment and short- and long-term incentives for the CEO and approved these for other Executive Committee members. • Established the fiscal 2023 STIP performance objectives for the CEO and other Executive Committee members and reviewed the performance of each Executive Committee member. • Approved the long-term incentive award pool, awarded grants under the SIP, and established performance criteria for grants under the PSU Plan. • Reviewed progress on key PSU and STIP metrics on a quarterly basis and approved final payout factors for vesting PSUs. • Engaged Meridian to complete a benchmarking review of CWB’s Executive Committee STIP design, approving changes for fiscal 2024 to improve alignment with industry practice while maintaining rigorous financial and non-financial performance requirements. • Reviewed several compensation policies, approving changes to reflect evolving market and governance best practices. • Reviewed and approved new sales incentive plans for implementation in fiscal 2023 and 2024. • With the Board, reviewed the succession plan for the CEO. Engaged a third-party to support in-depth development plans and succession approaches for key senior executives. Oversaw appropriate programs in place for talent, leadership development and progress on designated group representation. • Reviewed senior leadership changes, including strategic changes and reorganizations across CWB. • Reviewed CWB’s Great Place to Work Canada® engagement and trust survey results and management’s action plan. • Reviewed CWB’s updated hybrid work approach and requirements. • Reviewed CWB’s transition to a new flexible benefits program for all employees. • Reviewed progress and plans for people, benefits and pay approaches for CWB Wealth and Equipment Finance business integrations. • Reviewed progress and plans with respect to employment equity, diversity and inclusion. • Reviewed employment and workplace federal and provincial legislative developments and management’s compliance plans, including CWB’s plans and progress towards compliance with 2024 federal pay equity requirements. • Reviewed regular reports on talent acquisition, attrition, key talent development, total rewards, learning and engagement initiatives in addition to other significant HR matters, including CWB’s approach to attracting and retaining talent in a highly competitive market.
Meetings: Six
At each meeting, the HR Committee:
• Met separately with the CPCO; • M et separately with Meridian, the Board’s compensation consultant; and • Met in camera with management absent.
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