CWB-Management Proxy Circular-2023-EN

COMMITTEE REPORTS Each committee has provided a report below that describes its responsibilities and key 2022 activities. The table on page 13 sets out the number of committee meetings attended by each director. For more information regarding the duties and responsibilities of each committee, please refer to the respective mandates available in the Corporate Governance section of CWB’s website at The Audit Committee’s mandate is also included in the 20 22 Annual Information Form that is available on CWB’s website at and has been filed on SEDAR at


Robert A. Manning (Chair) Marie Delorme Maria Filippelli Sarah A. Morgan-Silvester Margaret J. Mulligan Ian M. Reid

The Audit Committee oversees the quality and integrity of CWB's financial reporting. This includes oversight over the internal and external audit functions as well as the adequacy of CWB’s internal controls. The Audit Committee also acts as the Audit Committee for each of CWB’s federally regulated subsidiaries.

The Audit Committee’s mandate is available in the Corporate Governance section of CWB’s website at


The Audit Committee consists of a number of financial experts, and each member meets the standard for independence and is “financially literate” within the meaning of the Canadian Securities Administrators’ rules. A review of each Audit Committee member’s education, experience, and other requirements under National Instrument 52-110 – Audit Committees may be found in the 2022 Annual Information Form that is available on CWB’s website at and has been filed on SEDAR at

• Reviewed and recommended for approval by the Board the annual and interim earnings releases, financial statements and MD&A, and the Annual Information Form. • Received and reviewed quarterly reports from the CFO, which included detailed discussion of CWB Financial Group financial results, significant external disclosure changes, and updates to accounting standards and practices.

• Reviewed quarterly reports concerning the allowance for expected credit losses. • Received and reviewed quarterly reporting from ma nagement’s Disclosure Committee.

• Reviewed management’s planned approach to continue to enhance CWB’s ESG disclosures and reporting. • Received and approved an assessment of CWB’s Disclosure Controls and Procedures and recommended to the Board the Internal Controls Framework. • Assessed the effectiveness of the finance and internal audit functions, and the performance of the CFO and Chief Internal Auditor. • Reviewed and approved the budget, resourcing, and mandate for the Finance function. • Reviewed and approved the risk-based internal audit plan, internal audit charter, and budget and resourcing for the internal audit oversight function. • Received quarterly reports on internal audit activities and progress against audit plan. • Reviewed and confirmed KPMG’s indepe ndence as the external auditor for CWB and its federally regulated subsidiaries, and recommended the annual external audit plan to the Board for approval. • Received and discussed KPMG’s reports on the annual and interim financial statements. • Approved the policy to engage external auditor for non-audit services, and approved non-audit services provided by the external auditor. • Conducted an assessment of the quality of the external audit. • Reviewed and recommended the annual financial statements of each of CWB ’s federally regulated subsidiaries for approval to their respective boards.

Meetings: Six

At each meeting, the Audit Committee:

• Met separately with KPMG; • Met separately with the CFO; • Met separately with the Chief Internal Auditor; and • Met in camera with management absent.

29 | Canadian Western Bank- Management Proxy Circular

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