Business of the Meeting
ELECTING OUR DIRECTORS There are 10 nominees standing for election to serve as directors until the end of our next annual meeting of shareholders. All nominated directors have been recommended by the GCR Committee and currently serve on the Board. You can find information about the nominated directors in the “ Your Director Nominees ” section beginning on page 8. We have a Majority Voting Policy for the election of directors. Any nominee in an uncontest ed election who receives more “withheld” votes than votes in their favour is considered to not have received the support of shareholders, and is expected to immediately tender their resignation to the Board for consideration. More information about our Majority Voting Policy can be found on page 23.
The Board recommends that you vote FOR each of the director nominees listed in this Circular. Unless specified, the persons designated in the proxy form intend to vote FOR each of the nominees listed in the “ Your Director Nominees ” section of this Circular.
RECEIVING OUR FINANCIAL STATEMENTS AND AUDITOR’ S REPORT Our consolidated financial statements for the year ended October 31, 2022, together with the auditor ’ s report on those statements, will be presented at the meeting. You will find these documents in our 2022 Annual Report, which has been delivered or made available to you in accordance with securities laws, unless you acquired your shares after the mail-out. You can also find these documents on our website at www.cwb.com and under our profile on SEDAR at www.sedar.com. The financial statements have been prepared in accordance with IFRS.
APPOINTING OUR AUDITOR
The Board proposes the appointment of KPMG as our external auditor until the end of our next annual meeting of shareholders. KPMG has been our external auditor since fiscal 2008.
Approval of this resolution will require that it be passed by a majority of the votes cast by common shareholders.
The Board recommends that you vote FOR the appointment of KPMG as auditor of CWB. Unless specified, the persons designated in the proxy form intend to vote FOR the appointment of KPMG as auditor of CWB until the end of our next annual meeting of shareholders.
AUDITOR INDEPENDENCE – PRE-APPROVAL POLICIES AND PROCEDURES As part of our corporate governance structure, the Audit Committee annually reviews and approves the terms and scope of the e xternal auditors’ engagement. To further ensure that the auditors’ independence is not compromised, our p olicy requires that the Audit Committee also pre- approve all of the auditors’ significant engagements for non-audit services and monitor all other engagements.
Under our policy, the significance threshold for non-audit engagements is defined as any engagement for which the cost estimate exceeds 5% of the annual audit fee, as outlined in the auditors’ annual audit planning report. Receiver/manager services provided by the auditors to borrowers of CW B are not included in the definition of non- audit services under our policy but are reviewed by the Audit Committee on an annual basis.
All non- audit service engagements, regardless of the cost estimate, are required to be approved by CWB’s CFO, or designate, to furthe r ensure that adherence to this policy is monitored. All non-audit service engagements are reported to the Audit Committee on a quarterly basis.
AUDITOR SERVICE FEES
The fees paid to KPMG by CWB Financial Group, by category, during fiscal 2022 and 2021 follow:
Year Ended October 31, 2022 ($)
Year Ended October 31, 2021 ($)
Audit fees
1,993,369
1,743,126
Audit-related fees
149,450
164,385
Tax-related fees
86,897
10,555
All other fees
15,750
11,250
Total fees
2,245,466
1,929,316
Canadian Western Bank- Management Proxy Circular | 6
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