GOVERNANCE AT CWB: A SNAPSHOT
A summary of the key elements of our governance practices and where you can find them in this Circular follows:
Corporate Governance Snapshot
See Page
Appropriate Board size
10 director nominees
6, 15
9 of 10 director nominees are independent (1)
Board independence
23
Formal Mandate for Board, Board Committees and Board Chair
20, 21
Separate Chair and CEO positions
23
Annually elect directors
6, 8
Elect directors individually (not by slate)
23
Majority voting policy for directors
23
Board diversity, including targets
60% of director nominees are women 20% of director nominees identify as Black, Indigenous or racialized persons 50% of committee Chairs are women 25% of executives are women 25% of executives identify as Black, Indigenous or racialized persons
24
Executive diversity policy, including targets
25
Share ownership requirements for directors
18
Share ownership requirements for executives
38
Formal mandates for the independent Chair of the Board and committee Chairs, and position description for the CEO
21, 35
Retirement age for directors
75
24
Code of business conduct and ethics rooted in our values
23
Orientation and continuing education program for directors
27
Annual advisory vote on executive compensation
7, 34
Formal assessment process for the Board, Chair of the Board and committee Chairs
28
Shareholder engagement program
26
(1) Under the Bank Act, the CEO is required to serve as a director of CWB.
OUR BOARD OF DIRECTORS
MANDATE AND ROLE OF THE BOARD
The Board’s primary responsibilities are to approve and overs ee items essential to the prudential oversight of CWB, such as strategy, risk appetite, capital plans and key policies, and to provide challenge, advice, and guidance to CWB’s senior management. The Board has plenary power and exercises overall accountabil ity for the management and supervision of CWB’s affairs. The Board has responsibility to determine CWB’s approach to governance issues, including ethical conduct, based on recommendations and reports from the GCR Committee. The Board is responsible for establishing appropriate mandates and procedures to ensure that the Board, Board committees and individual directors, function independently of management. The Board has developed a mandate which is reviewed annually and sets out the Board's purpose, organization, duties, and responsibilities. Mandates for the Board, Chair of the Board, committee Chairs and each committee are available in the Corporate Governance section of CWB's website at www.cwb.com/corporate-governance, and the text of the Mandate of the Board is incorporated by reference into this Circular. In addition, a comprehensive list of director s’ obligations under the Bank Act , OSFI Guidelines, and Canadian securities laws has been documented and cross-referenced against the Mandate of the Board and each of its committees to ensure that the Board fulfils all of its obligations. The Bank Act requires the Board to perform certain functions, including approving financial statements, issuing shares, and declaring dividends, but the Board may delegate certain other matters and decisions to management. As part of the delegation of authority to management, the Board establishes certain limits and thresholds which, if exceeded, require Board approval.
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