CWB-Management Proxy Circular-2023-EN


Ian M. Reid (Chair) Maria Filippelli E. Gay Mitchell Sarah A. Morgan-Silvester

The GCR Committee oversees CWB's governance policies and practices, identifies and recommends candidates for election or appointment to the Board, develops the process and policies for assessing, compensating and orienting Board members, and reviews the composition and assesses the effectiveness of the Board and its committees. The GCR Committee also monitors CWB’s compliance with legal and re gulatory requirements, and oversees our ethics program. The GCR Committee serves as the nominating committee of the Board, as well as the conduct review committee and the consumer matters committee for CWB and each of its federally regulated subsidiaries.

Each GCR Committee member is “independent” within the meaning of the Canadian Securities Administrators’ rules.

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


Meetings: Four

• Reviewed our governance practices and Board and committee mandates to ensure compliance with applicable legal and regulatory requirements, including the OSFI Corporate Governance Guideline. • Reviewed Board composition, diversity, and effectiveness, and director succession planning. • Performed a review of director compensation and provided recommendations to the Board for approval of certain changes. • Conducted the annual combined assessment of director and Board effectiveness, which did not identify any specific areas of concern. • Revised and approved the updated Self-Dealing Compliance Policy, Corporate Disclosure Policy, Share Trading Restrictions Policy and Assessment of Responsible Persons Policy. Approved the Legal, Regulatory Compliance and Reputation Risk Policy. • Approved the new Director Education Policy, establishing the framework for director engagement in additional educational opportunities in support of their duties. • Participated in OSFI’s Board Governance and Culture Risk Review, which supported e nhancements to meeting documentation and processes. • Received the Annual Report and Compliance Opinion of the Chief Compliance Risk Officer and reviewed the effectiveness of the key risk controls, objectives, and outcomes of the Regulatory Compliance Risk Management program. • Received the Annual Report of the Chief Anti-Money Laundering Officer and reviewed the effectiveness of the key risk controls, objectives, and outcomes of the anti-money laundering program. • Received the Annual Report on Client Protection Matters on the appropriateness of procedures to comply with applicable consumer provisions including handling of customer complaints, and consumer protection activities including implementation of the new federal Financial Consumer Protection Framework. • Received the Annual Report on Privacy Compliance on the effectiveness of procedures to use and disclose confidential information and other privacy provisions. • Met with the Chief Ethics Officer and reviewed quarterly reports regarding the Ethics Program and conduct risk, including recommendations on a refresh of the Ethics Program governance. • Reviewed the mandate, performance and effectiveness of the Chief Compliance Risk Officer and the Chief Anti- Money Laundering Officer. • Reviewed and approved the budget, resourcing, and mandate for the Regulatory Compliance function. • Continued to act as Conduct Review Committee and the Consumer Matters Committee of CWB and each of its federally regulated subsidiaries.

At each quarterly meeting, the GCR Committee:

• Met separately with the General Counsel; • Met separately with the Chief Compliance Risk Officer; and • Met in camera with management absent.

Annually, the GCR Committee meets separately with the Chief Anti-Money Laundering Officer.

Canadian Western Bank- Management Proxy Circular | 30

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