CWB-Management Proxy Circular-2023-EN


Audit fees are paid for professional services rendered for the audit of our annual financial statements and the audit of our subsidiaries, audits of the financial statements of investment funds managed by the CWB Financial Group, for services provided in connection with statutory and regulatory filings, for services and regulatory filings related to prospectuses and other offering documents, the review of our interim financial statements, and the Service Organization Controls 1 audit for CWB Trust Services.


Audit-related fees are paid for assurance and related services that are reasonably related to the performance of the audit or review of the financial statements and are not reported under the audit fees item above, including fees for French translation of our interim and annual financial statements, and prospectuses and other offering documents.


Tax-related fees are paid for professional services relating to tax planning, advisory and compliance services. Tax compliance services include the review of corporate tax returns. Tax planning and advisory services include advice related to common forms of taxation, including income tax, capital tax, and goods and services tax (GST). Tax- related fees were higher in 2022 due to support in resolving a GST audit.


All other fees were paid for services other than the audit fees, audit-related fees and tax-related fees described above. In both 2021 and 2022, all other fees also included ESG related support.

VOTING ON OUR APPROACH TO EXECUTIVE COMPENSATION (“SAY ON PAY”) The Board believes that shareholders should have the opportunity to have a say on our approach to executive compensation. We offer you the opportunity to cast your advisory vote regarding our approach to executive compensation (your “say on pay”). Your vote on the advisory resolution is an important indication of your understanding and support of our approach to executive compensation, and we are committed to responding to shareholder feedback. Our executive compensation progra m is designed to align our executives’ interests with our shareholders’ long -term interests. To this end, the program centres on pay for performance, is based on market practice, and follows strong governance and risk management principles. We encourage you to read the “ Executive Compensation and Related Information ” section of this Circular beginning on page 33. That section describes our approach to executive compensation, including our objectives, philosophy, and guiding principles. Furthermore, the Board encourages shareholders with specific concerns about executive compensation to contact the Board directly by writing to the Chair of the Board, Canadian Western Bank, Suite 3000, Canadian Western Bank Place, 10303 Jasper Avenue NW, Edmonton, Alberta, T5J 3X6, or by email at

We ask you to vote on the way we compensate our executives by voting for or against the following resolution:

“ RESOLVED on an advisory basis, and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation disclosed in Canadian Western Bank ’ s Management Proxy Circular delivered in advance of the 2023 annual meeting of common shareholders. ”

Approval of this resolution will require that it be passed by a majority of the votes cast by common shareholders. While this vote is non-binding, the Board and the HR Committee will consider the results as part of their ongoing review of our executive compensation program.

The Board recommends that you vote FOR the advisory resolution on our approach to executive compensation. Unless specified, the persons designated in the proxy form intend to vote FOR the advisory resolution on our approach to executive compensation.

7 | Canadian Western Bank- Management Proxy Circular

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