Corporate governance snapshot
Appropriate Board size
10 director nominees
9 of 10 director nominees are independent (1)
Board independence
Formal mandate for Board, Board Committees and Board Chair
P
Separate Chair and CEO positions
P
Annually elect directors
P
Elect directors individually (not by slate)
P
Majority voting policy for directors
P
60% of director nominees are women 20% of director nominees identify as Black, Indigenous or racialized persons 50% of committee Chairs are women
Board diversity
Share ownership requirements for directors and executives
P
Formal mandates for the independent Chair of the Board and committee Chairs, and position description for the CEO
P
Retirement age for directors
75
Average tenure of director nominees
7.1 years
Orientation and continuing education program for directors
P
Annual advisory vote on executive compensation
P
Formal assessment process for the Board, Chair of the Board and committee Chairs
P
Shareholder engagement program
P
(1) Under the Bank Act , the CEO is required to serve as a director of CWB. The Chair of the Board is an independent director. Separating the roles of CEO and Chair of the Board allows the Board to effectively oversee management, enhance accountability, and avoid potential conflicts of interest.
Refer to our 2022 Management Proxy Circular for more information about our approach to corporate governance. Formal mandates for the Board and its Committees can be found on our website at: www.cwb.com/corporate-governance.
12 2022 SUSTAINABILITY REPORT AND PUBLIC ACCOUNTABILITY STATEMENT
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