CWB-Management Proxy Circular-2023-EN

• We were recognized: - by Great Place to Work Canada® as one of this year’s top 20 Best Workplaces TM in Canada and one of the Best Workplaces TM for Hybrid Work; and, - in Globe and Mail’s 2022 Women Lead Here list, a benchmark that id entifies best-in-class executive gender diversity in Canada. These awards reflect our commitment to advance an inclusive culture that puts people first and supports our position as a destination for top talent. • Continued to make proactive and targeted investments in development and learning initiatives, recruitment programs and previously announced compensation adjustments to further support our culture and drive continued strong team member retention through a period of elevated competition for talent. • Launched three new ERGs, CWB PAC (Parents and Caregivers); CWB [Re]New (Network of Early Career Professionals); and CWB HOLA (House of Latin America). Approximately one-third of our employees actively participate in at least one of our 11 unique ERGs that support inclusion, diversity, and mental health within our teams and drive action-oriented personal growth for our employees and leaders through education, professional development, and the sharing of lived experiences. • Delivered 14% annual loan growth in our general commercial loan portfolio as we executed on our strategic focus of expanding full-service client opportunities. General commercial loans now represent 35% of total loans, up from 33% one year ago. Expansion of full-service client opportunities also supported 8% growth in relationship based branch-raised deposits. • Achieved 11% annual loan growth in Ontario, supported by strong momentum from our Mississauga and newly opened Markham banking centres. Ontario loans now represent 24% of total loans, up from 23% one year ago. • Released our inaugural Sustainability Report, demonstrating our continued commitment to develop and disclose our approach to the ESG factors that we identify as the most important to our clients, people, communities, and investors. • Materially completed the development of revised AIRB tools, incorporating targeted enhancements and the final 2023 Capital Adequacy Requirement guidelines. Next year, we will commence the integration of our revised AIRB tools into our business processes and data.

Drive a positive and inclusive culture and employee experience to create value for our people and remain a career destination for top talent

Optimize our business to create value for investors through profitable, long- term growth and sustainable returns

(1) Non-GAAP measure. A Non-GAAP measure does not have any standardized meaning prescribed by IFRS. See page 39 of this Circular for more details. Disclosure of adjusted measures and other non-GAAP measures can be found in the non-GAAP Measures section of our 2022 MD&A dated December 1, 2022, and is incorporated by reference into this Circular. Our MD&A is available on CWB's website at and under CWB's profile on SEDAR at


In determining CEO compensation, we assess overall performance relative to financial, operational, and strategic objectives established at the beginning of the year. Details of these compensation performance targets and results are described on page 44 . We also consider our progress against CWB’s medium -term goals, which line up with our strategic direction, as described on page 53. The Board approved total CEO direct compensation of $2.7 million against a target of $2.8 million for fiscal 2022 and compared to $3.0 million awarded for fiscal 2021. Mr. Fowler received cash compensation (salary and STIP) of $1.5 million against a target of $1.6 million for fiscal 2022, compared to $1.8 million awarded for fiscal 2021. Further details of Mr. Fowler’s performance and co mpensation can be found beginning on page 53. Mr. Fowler’s compensation recognizes his leadership during the year and the delivery of financial performance that balanced targeted growth of loans, solid branch deposit growth, and continued strategic investments to execute CWB’s strategic direction against a volatile macro -economic backdrop that put downward pressure on our profitability compared to the prior year.


With the gradual return to work of our employees in fiscal 2022, we have truly lived our core value to Embrace the new by evolving our approach to flexible work and following enhancements to our flexible work protocol.

Our people are a core competitive strength, and we are committed to be a career destination for top talent. We continued to follow our People first approach in building momentum with talent through a strong focus on culture, inclusion and diversity, and learning and development. This year, we made important leadership moves, including promotions to our executive and senior leadership teams that reflect our strong succession practices and board leadership talent pool, and resulted in greater representation of designated groups in our workforce and leadership ranks, where 35% of our SVP roles are now held by women. We launched customized learning and development programs and made competitive mid-year compensation adjustments to support and retain key talents and leaders through a period of elevated competition. We also celebrated Teal Care Day, which recognized the unwavering commitment of our teams and awarded an extra day off for our people to prioritize their overall well-being. Our teams and culture continued to demonstrate resilience amid a challenging operating environment and effectively managed the return to in-person work following 749 days of full remote work, with strong engagement and minimal disruption. With our core values as a backdrop, we continue to successfully navigate talent development, senior leadership development, succession planning, and organizational design.


We believe CWB’s executive compensation program creates value for our shareholders and stakeholders, aligns with shareholder interest, contributes to the achievement of long-term profitable and sustainable growth, and compensat es our executives fairly. The results of our “say on pay” vote reflects this confidence as it received more than 96% support last year. We continue to monitor our compensation program against market trends and best practices, and adopt compensation practices we believe are appropriate for CWB Financial Group and in the best interests of our shareholders. If you have any comments or questions related to our approach to executive compensation, please provide your feedback by writing to

Linda M.O. Hohol

Sarah A. Morgan-Silvester, O.B.C.

Chair, Human Resources Committee

Chair of the Board

Canadian Western Bank- Management Proxy Circular | 34

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