CWB-Management Proxy Circular-2023-EN


The Board's commitment to effective corporate governance includes an internal evaluation process and a periodic independent assessment process. Effectiveness of the Board and Committees as well as the Directors and Chairs is assessed annually.




Feedback on Effectiveness of


• In 2022, each participant completed a survey to assess the functioning of the Board and committees, each director, the Chair of the Board, and the Chair of each committee (in their capacity as Chair). • The survey included both quantitative and qualitative assessments related to core competencies, and the effectiveness of oversight of management, the audit function, strategy and risk. In addition, for directors and chairs, the survey included quantitative assessments related to leadership, communication and knowledge. • The Chair of the GCR Committee personally met with each director, and Executive Committee member. Each director received a report reflecting their individual results. • The GCR Committee reviewed the quantitative and qualitative assessments. • The assessment confirmed that the Board and committees are functioning effectively and that the Chairs and directors continue to perform at a high level. Comments and discussion included the strength of Board-management relations and how this can be further leveraged, and the value of continued focus on Board succession planning.

Executive Committee

Board, Committees, Directors, Chair, and

Chairs of the Committees

Third Party Review of Board Effectiveness

Outside Consultant

• The GCR Committee may periodically engage an outside consultant to undertake a Board effectiveness study.

The Chair of the GCR Committee discusses any lack of requisite skills or knowledge, unacceptable deterioration of performance (including attendance) or identified areas of improvement with the applicable director. If such deficiencies are not addressed, it is expected that the director will resign or be asked to resign.

Canadian Western Bank- Management Proxy Circular | 28

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