CWB-Management Proxy Circular-2023-EN



The Board believes that each of its members should carry the confidence and support of our shareholders. The proxy form used for voting at the shareholder meeting enables shareholders to vote in favour of, or to withhold from voting separately for, each director nominee. At the meeting, the Chair will call for a vote by ballot and the scrutineers will record, with respect to each nominee, the number of shares in their favour and the number of shares withheld from voting. If the number of shares withheld exceeds the number of shares voted in favour of a particular nominee, then, for the purpose of our Majority Voting Policy, the nominee shall be considered to not have received the shareholders’ support, even though the nominee will have been duly elected as a matter of corporate law. A director who is elected but does not receive a majority of votes cast in their favour must immediately submit their resignation to the Board. The GCR Committee will promptly consider the director's resignation and make a recommendation to the Board whether to accept it. In making its recommendation, the GCR Committee will consider the potential cause of the withheld votes, the director’s skills and attributes, the overall Board composition, and whether accepting the r esignation would cause CWB to fail to meet a regulatory requirement. The Board will accept the resignation, absent exceptional circumstances. Any director who tenders their resignation will not participate in the deliberations unless the remaining directors do not constitute a quorum, in which case all directors may participate in the deliberations. Within 90 days of receiving the final voting results, the Board will issue a news release announcing that it has accepted the director's resignation or explaining its reasons for not accepting the resignation. If the resignation is accepted, subject to any corporate law restrictions, the Board may leave the resultant vacancy unfilled until the next annual meeting, fill the vacancy by appointing a new director whom the Board considers to merit the confidence of the shareholders, or call a special meeting of shareholders at which one or more director nominees will be presented to shareholders to fill the vacant position or positions. Our Majority Voting Policy does not apply to a contested election where the number of nominees exceeds the number of directors to be elected. Each nominee for election to the Board must agree to the policy before their name is recommended for election to shareholders. In the event any director fails to tender their resignation in accordance with the policy, the Board will not re-nominate the director.


To facilitate an open and candid discussion among independent directors, a portion of every Board and committee meeting is reserved for independent directors to meet in camera without management or non-independent directors present.


We have a strong ethical culture based upon our core values: People first , Relationships get results , Embrace the new , The how matters , and Inclusion has power . These values are reflected in the Code, which sets standards of legal, ethical, and responsible behaviour. The GCR Committee annually reviews the Code to ensure it remains consistent with best practices, and recommends it to the Board for approval. All directors, officers, and employees are required to comply with the Code and must annually acknowledge t heir commitment to abide by it. The Code is available on the Corporate Governance section of our website under the heading “ Conflicts of interest and codes of conduct ” at, and under our profile on SEDAR at The GCR Committee oversees our ethics program, managed by an internal Ethics Committee comprised of senior leadership and chaired by the Chief Ethics Officer. The Ethics Program’s objective is to strengthen and reinforce our ethical culture. The Ethics Program’s priorities are to promote, raise awareness and provide training in respect of our standards of conduct and core values, identify concerns with respect to acting in accordance with these expectations, and promptly, fairly, and decisively address these concerns. Employees are encouraged to raise issues or report ethical concerns through one of our communication channels, including an anonymous, third-party provided Ethics Hotline. Our promotion of ethical conduct and honest dealings with the public is embedded in other internal policies and procedures, including a policy for related party transactions. In the event a director or executive officer has a material interest in any transaction or agreement considered by the Board or any Board committee, such interest must be declared and recorded in the minutes of the meeting, and the director or executive officer must vacate the meeting while the transaction or agreement is being discussed. The GCR Committee’s responsibilities include establishing procedures to ensure related party transactions a re disclosed and reviewed in accordance with Bank Act requirements.

We are also committed to responding to and addressing the concerns of our clients. We have engaged an independent ombudsman to receive complaints from banking clients who are unable to obtain satisfaction from our internal complaint-handling process.


The GCR Committee has reviewed each director’s status to determine whether each director is “ independent ” as defined in National Instrument 58-101 Disclosure of Corporate Governance Practices (NI 58-101) or “ affiliated ” as defined by the regulations set forth in the Bank Act on an annual basis. Each director completes a self- assessment questionnaire and the GCR Committee is made aware of any notable responses. After considering all business, charitable, and family relationships among the directors and CWB, the GCR Committee has determined that each of the director nominees, except Mr. Fowler, (or 91% of the Board) are independent and not affiliated with CWB. Mr. Fowler is not independent and is affiliated with CWB as a result of his position as CEO of CWB. Under the Bank Act , the CEO is required to serve as a director of CWB. The Chair of the Board is an independent director. Separating the roles of CEO and Chair of the Board allows the Board to effectively oversee management, enhance accountability, and avoid potential conflicts of interest.

Our policies restrict CWB from granting credit to a director or any person, firm or corporation related to a director, unless the credit is granted on market terms and conditions, and requirements under the Bank Act are complied with.

23 | Canadian Western Bank- Management Proxy Circular

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