CWB-Management Proxy Circular-2023-EN


To help the Board fulfil its mandate, the Board delegates certain powers, duties, and responsibilities to its committees. The current committee structure of the Board includes the Audit, GCR, HR, and Risk Committees. Each Board committee has a mandate setting out its responsibilities as summarized in the reports starting on page 29.


The Board believes that individual directors should have exposure to different committees to ensure they develop a broad understanding of our operations. Each director is expected to serve on two committees (including one of the Audit or Risk Committees) , and the GCR Committee regularly reviews and considers each committee’s composition. The Chair of the Board serves on all of the Board committees. Mr. Fowler, as a management director, does not serve on any committees, with the exception of the Risk Commi ttee’s LAP in which he may participate.

The LAP is typically comprised of three Board members (who may vary from meeting to meeting) selected by the Chair of the LAP in consultation with the SVP, Credit Risk Management, and is overseen by the Risk Committee.


The Chair of the Board is an independent director, responsible for ensuring that the Board functions effectively and independently of management, and that it meets the obligations and responsibilities as set out in its mandate.


The Board has developed written mandates for the Chair of the Board and for the Chairs of our Board committees, copies of which are available in the Corporate Governance section of our website at


Although significant work is carried out by the committees, the Board has ultimate responsibility to oversee the management of CWB's business, including overseeing the following functions, as these are cross- dimensional and embedded in all of the Board’s key decisions.

What the Board Oversees

• The Board is a champion of our core values and ensures that we live up to our commitments to our clients, our people, and our investors. • The GCR Committee oversees our ethics program and monitors adherence to our Code. • The Board , with the HR Committee’s assistance, works with management to promote a culture of integrity, and a safe, respectful, diverse and inclusive environment for our people and clients alike. The Board and the Risk Committee promote CWB’s prudent risk culture. • One of the Board’s key mandates and priorities is to oversee the development of our strategic direction and management’s execution against our strategic goals. • The Board conducts one focused strategy session each year, and at each quarterly Board meeting receives updates on, and considers refinements to, our strategic direction.

Culture and Values

Strategic Direction

21 | Canadian Western Bank- Management Proxy Circular

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