Corporate governance

At CWB Financial Group, our culture is founded on the principles of integrity and accountability and our corporate governance practices are designed to foster ethical conduct, promote responsible business practices and build shareholder value over the long term. We strive to earn the trust of our stakeholders by embodying strong corporate governance practices, some of which are highlighted below.

Canadian Western Bank is governed by the Bank Act (Canada). Canadian Western Bank was created in 1988 through the amalgamation of Bank of Alberta and Western & Pacific Bank of Canada. For more information about us, view our story, and for more on how we are constituted, view our By-laws.

For more on our corporate governance practices, view our corporate governance practices from our most recent proxy circular, our Corporate Governance Policy .

Board of Directors

The Board has developed a mandate for the Board, each committee, Chair of the Board and a committee Chair. The Board delegates certain powers, duties and responsibilities to its committees. Each director, except the CEO, serves on two committees with the Chair of the Board serving on all committees.

For more on our mandates, view the Board of Directors mandate, Chair of the Board mandate, Audit Committee mandate, Governance and Conduct Review Committee mandate, Human Resources Committee mandate, Risk Committee mandate, and the Committee Chair mandate.

Directors are elected individually, not by slate

The Board has adopted a majority voting policy. A director who is elected but does not receive a majority of votes for is expected to immediately submit their resignation to the Board. Directors are elected annually and votes are cast for individual directors, not by slate.

Independent and/or non-executive members

Strong corporate governance practices start with an independent chair leading a board of independent, committed directors who oversee strategy and risk management and promote ethical behaviour throughout our organization.
10 of our 11 (or 91%) directors are independent

Composition, qualifications and expertise, including gender and other indicators of diversity

The Governance and Conduct Review Committee acts as our Nominating Committee. The Committee uses an expertise and skills matrix to assist it in assessing the competencies of current directors, identifying any gaps, identifying desirable skill sets in new candidates and considering where skills and experience need to be strengthened. Our directors have a diversity of experience, perspectives, and skills that are critical to providing effective oversight. Of our directors, 55% are women and 18% are Black, Indigenous or racialized persons.

Shareholding requirement for directors and executive management

All independent directors of CWB are required to hold, either directly or indirectly, CWB common shares or Deferred Share Units with a value equivalent to six times the maximum annual cash component of the director retainer.
The President and CEO is required to hold, either directly or indirectly, CWB common shares, Performance Share Units or Restricted Share Units with a value equivalent to five times their annual salary.
Executive officers are required to hold, either directly or indirectly, CWB common shares, Performance Share Units or Restricted Share Units with a value equivalent to two times their annual salary.

Orientation and continuing education

We provide each new directors with a two-day orientation where management provides an overview of our businesses, operations and initiatives. We have a continuing education program for directors to enhance knowledge, skills, and abilities.

Evaluating Board and director performance

The Board's commitment to effective corporate governance includes a two-pronged internal evaluation process and a periodic independent assessment process. In 2021, we moved from assessing the Board and Committees effectiveness and the Directors and Chairs effectiveness on alternating years, to assessing each topic annually.

Consulting shareholders

We are committed to transparent and effective communication with our shareholders. Shareholders may also communicate with the Chair of the Board at [email protected] or our Corporate Secretary. We have adopted a corporate disclosure policy. An internal committee reviews quarterly and annual financial disclosures prior to being recommended for certification and Board approval. We hold quarterly earnings conference calls with analysts and institutional investors.

Shareholders involvement in remuneration

CWB solicits feedback from its shareholders through its “Say on Pay” advisory resolution on executive compensation.

Compensation for directors and executives and the connection to CWB performance

Compensation for both directors and Named Executive Officers are detailed in the Management Proxy Circular.

Conflicts of interest and codes of conduct

For more on our ethical standards, view CWB Financial Group Code of Conduct (English) or CWB Financial Group Code of Conduct (French) and the Reporting Concerns: CWB Ethics Hotline.

Contact

Our Board of Directors encourages an open dialogue with shareholders and invites questions or feedback about corporate governance issues. Please email the Chair of the Board or the Corporate Secretary.