CWB-Management Proxy Circular-2023-EN


The average tenure of nominated directors is 7.1 years. The Board has not adopted a term limit for directors, but rather, maintains a robust director assessment process and has a mandated retirement age of 75, after which the director cannot stand for re-election. The notional objective of term limits is to encourage Board turnover, introduce new perspectives, and retain independence. However, the Board views director term limits on a board as implicitly discounting the value of experience and continuity amongst board members and runs the risk of excluding experienced and potentially valuable board members as a result of an arbitrary determination. We believe the Board has struck the right balance between experience and institutional knowledge, continuity, and fresh perspectives without mandated term limits. The effectiveness of this approach is demonstrated by the fact that 70% of director nominees have served for ten years or less, with 40% serving for five years or less. The chart below shows the tenure of director nominees standing for election at the 2023 meeting.


We recognize that Board membership requires a significant dedication of time. All director nominees currently serve on, including CWB, two or fewer public company boards, with the exception of the Board Chair, who currently serves on, including CWB, three public company boards. There are currently no interlocking public company board memberships. The Board believes that its director assessment program (described in detail below) is the best method to ensure that each Board member remains accountable and continues to effectively discharge their duties as a director of CWB. While the Board has not established a policy to limit the number of public company directorships its directors can hold, the Board considers it a factor as part of director assessment and evaluation. The GCR Comm ittee monitors the outside boards on which CWB’s directors serve to determine if there are circumstances which may impact the director’s ability to devote the necessary time and attention, or to discharge their duties and act effectively and in CWB’s best interest. This determination is based on the director’s understanding of our business and their contribution and attendance record at Board and committee meetings.

The Board has not implemented a policy on interlocking public board memberships. The Board reviews any interlocking public board memberships on a case-by-case basis to determine if these will impact the directors’ ability to act in CWB’s best interest or otherwise impair a director’s indep endence.


In accordance with our Corporate Governance Policy, when identifying new candidates for nomination as directors, the GCR Committee will consider each candidate’s skills, expertise, experience, integrity, independence, residency and geographic location and diversity criteria such as race, ethnicity, age, gender identity, sexual orientation and abilities. The Board recognizes the value and importance of diversity both at the Board level and within CWB. A board made up of highly qualified directors with diverse backgrounds enhances the corporate governance of CWB by bringing different viewpoints to the Board. Our commitment to ensuring a diverse Board is incorporated into our Corporate Governance Policy, which sets out diversity criteria to be considered by the Board. The Board first adopted a gender diversity policy in 2014, setting a target that at least 25% of the Board be comprised of women by the end of 2018. That goal was met in 2017. The current diversity criteria includes a target of 40% women on the Board, and a target that Black, Indigenous and racialized directors comprise at least 5% of the Board by 2025. CWB has exceeded both of these goals since 2021. The GCR Committee annually reviews the Corporate Governance Policy (including the diversity policy) and considers its effectiveness. On behalf of CWB, the Chair of the Board and the President and CEO have signed on as members of the 30% Club Canada, an organization that supports the goal of 30% of corporate board positions held by women. In 2020, the President and CEO signed the BlackNorth CEO Pledge committing CWB to specific actions and targets designed to end anti-Black systemic racism. With current director nominees, if elected, 60% of the Board, and 67% of independent directors, will be comprised of women, surpassing the targets for women in both our Corporate Governance Policy and the 30% Club. Further, 20% of the Board identify as Black, Indigenous or racialized persons, surpassing our target in our Corporate Governance Policy and our commitment in the BlackNorth CEO Pledge in 2021, well in advance of the 2025 commitment.

Canadian Western Bank- Management Proxy Circular | 24

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