CWB-Management Proxy Circular-2023-EN

What the Board Oversees

• The GCR Committee reviews current and developing corporate governance best practices and refines our policies, as appropriate. • The GCR Committee continually monitors compliance with our governance policies, and makes recommendations to the Board to enhance corporate governance and Board effectiveness and to ensure the Board’s continued independence. • The Chief Internal Auditor reports to the Board (through the Audit Committee) on the effectiveness of risk management and internal controls. • The HR Committee, on behalf of the Board, oversees our executive compensation program. For detailed information about our executive compensation program, please see the “Compensation Discussion and Analysis” section, beginning on page 35. • The Board, with the assistance of the Board committees, oversees our approach to ESG issues, considers our exposure to ESG risks, and provides oversight of our approach to climate change and sustainability. • Under the leadership of the CFO, we have a cross-functional sustainability team that is responsible to identify and prioritize social and environmental issues, and to develop an implementation plan for our overarching approach to sustainability. The sustainability team provides regular updates and education on emerging trends related to social and environmental risks and market developments to our Board. • Each Board committee provides oversight of climate-related factors that are specific to their respective responsibilities. In 2022, the committee mandates were expanded to include specific oversight responsibilities related to social and environmental factors. • With the support of the GCR Committee and HR Committee, the Board oversees the integration of our ESG approach into our strategic direction and culture, including aligning certain executive compensation metrics with our ESG objectives (as outlined in more detail on page 41). • With the support of the Risk Committee, the Board oversees key risks, including a review of risk appetite limits and policies that are expected to evolve over time to incorporate direct consideration of climate risk. • With the support of the Audit Committee the Board oversees climate change-related disclosure, which is included in the Social and Environmental Risk section of our 2022 MD&A. • The Board’s oversight of sustainability is strengthened through board education sessions and regular discussion and review of ESG factors, including climate risk. • Our approach to sustainability focuses on long-term value creation for all our stakeholders, and the Board works with management to continue to enhance our ESG disclosures to provide our stakeholders with timely and transparent information, including through our Sustainability Report. For detailed information about our sustainability approach, please see the Social and Environmental Risk section of our 2022 MD&A and our 2021 Sustainability Report. • Our succession planning strategy focuses on identifying and developing individuals, including senior management, to build leadership capability and strengthen overall succession. • Our succession philosophy is based on promoting talented individuals within CWB, supported by selective external hiring to enhance critical skills and experience, and build a diversity of perspectives. • With the HR Committee’s assistance, the Board oversees our succession planning activities. This includes robust review and assessment, at least yearly, of the succession slates for the CEO (including an emergency CEO replacement protocol), executive management, and other critical leadership positions across CWB, and monitoring development plans for those identified. Potential successors are identified on a short, medium, and longer term planning horizon. Consideration is given to the strengths and development needs of potential successors, with a focus on expertise, leadership skills, strategic capability, and diversity. Third-party consultants are used, where appropriate, to assess leadership capability and development opportunities for potential successors. • The Board also has direct insight on potential successors and individuals within CWB through a combination of Board presentations, education seminars, and meetings with such individuals. • The Board, on the recommendation of the Audit Committee, approves the audited financial statements, MD&A, Annual Information Form and other public disclosure documents. Such disclosures are key channels through which we communicate our financial and operational results to our investors and stakeholders. • The Audit Committee oversees our auditor’s independence, and adherence with applicable auditing, accounting and financial reporting requirements and standards. • The Board, with the Audit Committee’s assistance, oversees and approves our internal control framework and management information systems, and reviews the effectiveness of these controls and systems. • The Board, with the Risk Committee’s assistance, oversees risk management to ensure a comprehensive approach to risk.

Responsible Governance

Executive Compensation and Performance

ESG and Sustainability

Leadership Development and Succession Planning

Public Financial Disclosure

Risk Management

Canadian Western Bank- Management Proxy Circular | 22

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