Maintain a foundation of trust
Table of Contents
Obsessed with your success
Manage our impact responsibly
Supplemental reporting
Appendices and Glossary
Overview
Corporate governance
We maintain the trust of our stakeholders through strong corporate governance practices supported by a Board of Directors with diverse experiences and perspectives. Our policies and practices foster ethical conduct, promote responsible business practices, and ensure CWB is governed with a focus to build long-term value for our stakeholders.
CORPORATE GOVERNANCE SNAPSHOT
Overview of board composition (1)
As at October 31, 2023 As at October 31, 2022
Number of Directors
10
11
Independent Directors
90%
91%
Women on the Board of Directors, including Chair (Target: 40%)
60%
55%
Directors who self-identify as a Black, Indigenous or racialized person (Target: 5%)
20%
18%
Women Committee Chairs
75%
50%
Average tenure of Directors
7.1 years
9 years
(1) Figures may differ from our Management Proxy Circulars , which include the directors proposed for election at the next Annual General Meeting.
Summary of key elements of our governance practices:
Formal mandate for Board, Board committees and Board Chair
P
Separate Chair and CEO positions
P (2)
Annually elect directors
P
Elect directors individually (not by slate)
P
Majority voting policy for directors
P
Share ownership requirements for directors P Formal mandates for the independent Chair of the Board and committee Chairs, and position description for the CEO P Retirement age for directors 75 Code of business conduct and ethics program for directors P Orientation and continuing education program for directors P Annual advisory vote on executive compensation P Formal assessment process for the Board, Chair of the Board and committee Chairs P Shareholder engagement program P
(2) Under the Bank Act, the CEO is required to serve as a director of CWB. The Chair of the Board is an independent director. Separating the roles of CEO and Chair of the Board allows the Board to effectively oversee management, enhance accountability, and avoid potential conflicts of interest.
11 2023 SUSTAINABILITY REPORT AND PUBLIC ACCOUNTABILITY STATEMENT
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