ABOUT OUR BOARD OF DIRECTORS
With current director nominees, if elected, 56% (1) of the Board will be comprised of women, surpassing the targets for women in both our Corporate Governance policy (target of 40%) and the 30% Club. Further, 11% (1) of Board directors identify as Black, Indigenous or racialized persons, surpassing the targets in our Corporate Governance policy (target of 5%) and our BlackNorth CEO Pledge commitment, well in advance of the 2025 deadline.
Our Board’s primary responsibilities include oversight of CWB’s risk appetite, culture, strategy, capital plans and key policies, and to provide challenge, advice and guidance to senior management. To fulfill its mandate, certain responsibilities are delegated to its standing committees, which include the Audit, Governance and Conduct Review (GCR), Human Resources (HR), and Risk Committees (collectively, the Committees). Effective Board composition Our Board is composed of independent directors and our Chief Executive Officer (CEO), who have diverse backgrounds and complementary experience and expertise to ensure robust oversight. During director recruitment and succession planning, the GCR Committee seeks out suitable candidates and assesses the potential candidate’s experience and expertise against the needs of the Board and its Committees. The GCR Committee uses an expertise and skills matrix to assess our directors and regularly analyzes whether the Board has the appropriate composition. Board diversity commitments On behalf of CWB, the Chair of the Board and the President and CEO have signed on as members of the 30% Club Canada, an organization that supports the goal of having 30% of corporate board positions held by women. In 2020, the President and CEO signed the BlackNorth CEO Pledge, committing CWB to specific actions and targets designed to end anti-Black systemic racism.
(1) Refer to our most recent Management Proxy Circular for more information on the election process.
Strong governance practices Our Board works closely with management to ensure our governance approach incorporates evolving industry trends, regulatory expectations and global best practices. We ensure our governance policies meet or exceed the requirements of our regulators. We consider, and where appropriate adopt, new corporate governance best practices put forward by governance institutions, industry groups, and groups that represent the interests of our shareholders and other stakeholders.
Refer to our most recent Management Proxy Circular for more information about our approach to corporate governance. Formal mandates for the Board and its Committees can be found on our website at: www.cwb.com/corporate-governance .
Our Board continues to provide strong governance of CWB’s business and our winning strategy to be the best full-service bank for business owners in Canada. We provide close oversight of CWB’s risk appetite and risk management framework and remain focused on CWB’s evolving approach to address social and environmental risk, including climate risk. CWB continues to prioritize the ongoing success of our clients and remains committed to long-term value creation for all stakeholders and sustainable growth of our business. We are proud of the progress we have made to-date and are committed to support and engage with management as they continue to develop and implement CWB’s approach to sustainability.”
- Sarah Morgan-Silvester Chair of the Board
12 2023 SUSTAINABILITY REPORT AND PUBLIC ACCOUNTABILITY STATEMENT
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