CWB-Management Proxy Circular-2023-EN

Corporate Governance


Everything we do at CWB, including our corporate governance practices, is driven by our core values:

PEOPLE FIRST Caring people are the key to our success. We work as a team and support one another. We always treat each other with respect and have the courage to be candid.

RELATIONSHIPS GET RESULTS Clients choose CWB for the best experience. We build relationships proactively, with intention and consistency. Our results depend on it.

EMBRACE THE NEW Change is everywhere. We seek out new ideas and are committed to continuous learning. We know that better is always possible.

THE HOW MATTERS How we do things is as important as what we do. We take ownership, and move with urgency and efficiency. We always act with integrity, and balance risk and reward.

INCLUSION HAS POWER Diverse teams unleash new ideas and perspectives. We are aware of our own biases. We are proud of who we are, and we are allies for those around us.

These values are reflected in our strong corporate governance culture, founded on the principles of integrity and accountability. Our corporate policies and practices foster ethical conduct, promote responsible business practices, and ensure CWB is managed to build long-term shareholder and stakeholder value.

Our corporate governance framework is supported by clearly defined roles for our Board and committees. The GCR Committee reviews corporate governance best practices, monitors compliance with governance policies, provides direction to the Board and management, and makes recommendations to the Board to enhance corporate governance and Board effectiveness. Our corporate governance framework forms part of our overall ESG approach, implementing practices that align with our environmental and social framework, which is described in more detail in our 2022 Annual Report. We ensure that our governance policies meet or exceed the requirements of our regulators, including OSFI, the Canadian Securities Administrators, and the TSX. In addition, we consider, and where appropriate will adopt, new corporate governance best practices put forward by governance institutions, academics, industry groups, and groups that represent the interests of our shareholders and other stakeholders.

19 | Canadian Western Bank- Management Proxy Circular

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