CWB-Management Proxy Circular-2023-EN


Linda M.O. Hohol (Chair) Andrew J. Bibby Marie Delorme Robert A. Manning Sarah A. Morgan-Silvester Irfhan A. Rawji

The HR Committee assists the Board in overseeing CWB’s compensation practices and programs; the hiring, promotion and compensation of the Executive Committee; effective talent management, development and succession planning; employee engagement; and progress and plans with respect to employment equity, diversity and inclusion.

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

Each HR Committee member is “independent” as determined in accordance with Canadian Securities Administrators’ rules. No HR Committee member currently serves as the CEO of a public company.


• Reviewed and recommended to the Board the approval of Executive Committee appointments for the Group Head, CS&SB, CIO and EVP, Banking roles. • Reviewed CWB’s fiscal 2022 Executive Committee compensation approach to ensure market alignment and best practice governance principles were maintained. • Recommended to the Board the annual salary adjustment and short- and long-term incentives for the CEO and approved these for other Executive Committee members. • Established the fiscal 2022 STIP performance objectives for the CEO and other Executive Committee members and reviewed the performance of each Executive Committee member. • Approved the long-term incentive award pool, awarded grants under the SIP, and established performance criteria for grants under the PSU Plan. • Reviewed progress on key PSU and STIP metrics on a quarterly basis and approved final payout factors for vesting PSUs. • Engaged Meridian to complete an in-depth Executive Committee compensation competitive benchmarking review. • Reviewed several compensation policies, approving changes to reflect evolving market and governance best practices. • Reviewed and approved new sales incentive plans for implementation in fiscal 2022 and 2023. • Reviewed and recommended position descriptions for the CEO and other Executive Committee members to the Board for approval. • With the Board, reviewed the succession plans for the CEO, Executive Committee members, and other key roles in CWB Financial Group. Engaged a third-party to support development of a long-range CEO success profile and completion of in-depth Executive Committee assessment work. Ensured appropriate programs are in place for talent, leadership development and progress on designated group representation. • Reviewed senior leadership changes, including strategic changes and reorganizations in several key business units. • Reviewed CWB’s Great Place to Work Canada® engagement and trust survey results and management’s action plan. • Reviewed CWB’s COVID -19 employee response, including safety protocols, return to the workplace plans, long term approaches to fle xible work and rescinding of CWB’s vaccination directive. • Reviewed progress and plans for people, benefits and pay approaches for CWB Wealth and Equipment Finance business integrations. • Reviewed progress and plans with respect to employment equity, diversity and inclusion. • Reviewed employment and workplace federal and provincial legislative developments and management’s compliance plans. • Reviewed regular reports on talent acquisition, attrition, key talent development, total rewards, and learning and eng agement initiatives in addition to other significant HR matters, including CWB’s approach to attracting and retaining talent in a highly competitive market.

Meetings: Five

At each meeting, the HR Committee:

• Met separately with the Chief People & Culture Officer; • M et separately with Meridian, the Board’s compensation consultant; and • Met in camera with management absent.

31 | Canadian Western Bank- Management Proxy Circular

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