CWB-Management Proxy Circular-2023-EN


E. Gay Mitchell (Chair) Andrew J. Bibby Linda M.O. Hohol Sarah A. Morgan-Silvester Margaret J. Mulligan Irfhan A. Rawji

The Risk Committee assists the Board in overseeing risk management at CWB and balancing risks and opportunities while ensuring that management has policies, standards and guidelines in place to identify and effectively manage the significant risks to which CWB is exposed. The primary goal of risk management is to ensure that the outcomes of risk-taking are consistent with our business activities, strategies, and risk appetite. The Risk Committee’s responsibilities include oversight of risk identification, measurement, and management by CWB’s Three Lines of Defence functions in accordance with CWB’s Enterprise Risk Management and Enterprise Risk Appetite Policies. The Risk Committee from time to time forms a LAP to deal with credit applications that are in excess of management’s delegated lending limit but within the limits of the LA P. The LAP also deals with loans to, or guaranteed by, a foreign country and approves credit applications in excess of the lending limits prescribed under the CWB Enterprise Risk Appetite Policy.

Meetings: Six

At each quarterly meeting, the Risk Committee:

• Met separately with the CRO; and • Met in camera with management absent.


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

Andrew J. Bibby (Chair)


Each LAP is comprised of three Board members as determined from time to time by the LAP Chair and the SVP, Credit Risk Management.

• Recommended to the Board, jointly with the HR Committee, the appointment of Carolina Parra as CRO. • Provided input into the performance and compensation of the CRO. • Reviewed and approved the following policies: - Market Risk Management; - Liquidity Risk Management; and - Capital Risk Management. • Recommended to the Board for approval, the following policies: - Enterprise Risk Management; and - Enterprise Risk Appetite. • Reviewed the following quarterly reports on the following topics: - CRO report, including emerged and emerging risks; - First and Second Lines of Defence reports on credit risk, market risk, capital risk, operational risk, climate risk and data governance; - Risk-based expected credit losses; - Progress of CWB’s AIRB project for the redevelopment and implementation of AIRB models; and - Chief Internal Auditor’s report on topics relevant to the Risk Committee. • Recommended approval of internal capital ratio minimum and target levels and regulatory capital plan to the Board. • Recommend for approval the At-the-Market common share issuance program to the Board. • Recommended to the Board the declaration of dividends. • Reviewed special reports on the General Commercial Loan Portfolio, CWB Wealth Business, Macroeconomic Stress Test Results, and the New Initiatives Risk Assessment Process. • Assessed the effectiveness of the GRM function. • Approved the budget, resourcing, and mandate for the GRM function.

Meetings: 16

The LAP Chair may schedule a panel meeting at any time, as needed.

Canadian Western Bank- Management Proxy Circular | 32

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