CWBFG Annual Report 2022


Governance Structure

The foundation of our Risk Management framework is a governance approach, consistent with OSFI’s Corporate Governance Guideline, which includes a robust committee structure and a comprehensive set of corporate policies and risk limits approved by the Board of Directors, or its committees, as well as supporting corporate standards and operating guidelines. The Risk Management framework is governed through a hierarchy of committees and individual responsibilities as outlined in Figure 5.

Figure 5 - CWB’s Ris k Management Framework

Board of Directors - Responsible for setting the CWB Strategic Direction and overseeing management. The Board, either directly or through its committees, is responsible for oversight in the following areas: strategic planning, risk appetite, identification and management of risk, capital management, promotion of a culture of integrity, internal controls, evaluation of senior management and succession planning, public disclosure, corporate governance and environmental, social, and governance (ESG) factors. Board Risk Committee - A ssists the Board in fulfilling its oversight responsibilities in relation to CWB’s risk appetite and delegation of limits, identification and management of risk (excluding regulatory compliance), adherence to corporate risk management policies and procedures, and compliance with risk-related regulatory requirements. The Board Risk Committee also includes a Loan Adjudication Panel. Board Governance and Conduct Review Committee - Assists the Board in fulfilling its oversight responsibilities in relation to legal, regulatory compliance and reputation risk, including conduct review and consumer matters, development of CWB's corporate governance policies and practices, and director nomination and succession planning. Board Audit Committee - A ssists the Board in fulfilling its oversight responsibilities for the integrity of CWB’s financial reporting, effectiveness o f internal controls over financial reporting, the performance of the Internal Audit function and external audit quality. Board Human Resources Committee - Provides oversight of people risks, including employment practices and workplace health and safety, and ensures compensation programs appropriately align to, and support, CWB’s risk appetite. Chief Executive Officer (CEO) - D irectly accountable to the Board for all of CWB’s risk -taking activities. The CEO is supported by the Executive Risk Committee and its subcommittees, as well as the GRM and other corporate functions. Chief Risk Officer (CRO) - As head of GRM, responsible to provide independent review and oversight of enterprise-wide risks and leadership on risk issues, development and maintenance of the Risk Management framework, which includes key risk metrics and risk policies, and fostering a strong risk culture across CWB. The CRO reports functionally to the Board Risk Committee. Group Disclosure Committee - S upports CEO/CFO certification over public disclosures. Responsible for reviewing CWB’s internal control over financial report ing and disclosure controls and procedures to help ensure the accuracy, completeness and timeliness of public disclosures. Executive Risk Committee - Provides risk oversight and governance at the highest level of management. The Executive Risk Committee reviews and discusses significant risk issues and action plans that arise in executing CWB’s strategy. The Committee is chaired by the CRO and membership includes the full Executive Committee.

CWB Financial Group 2022 Annual Report | 47

Powered by