CWB Canadian Western Bank Group

Corporate governance

At CWB Group, we strive to earn the trust of our stakeholders through high standards of corporate governance. We have embedded rigorous oversight and governance practices into our business processes. We work continuously to enhance our governance practices with the recognition that this commitment directly contributes to the creation of long-term shareholder value and the sound functioning of our organization.

CWB Group’s Board of Directors (the Board) is responsible for the overall stewardship of our organization. This includes the development and monitoring of our governance structure, review and approval of our risk management framework, and for the fostering of a culture of ethical conduct and accountability. Learn more about the mandate of the Board of Directors.

Board members have been carefully selected for their judgment, integrity, leadership ability and general business expertise. They also have knowledge of financial services and/or key geographic markets and businesses in which CWB Group operates.

For detailed information on CWB Group’s corporate governance practices, view our 2013 Corporate Overview & Responsibility Report.

CWB Group’s Board of Directors has implemented four committees that are given specific oversight roles for the organization. Risk is overseen by the Board as a whole.

Audit Committee

This committee discusses and reviews CWB Group's financial disclosures with management and external auditors, recommends the external auditor to shareholders and oversees the organization's internal controls.

Mandate

Membership: Linda M.O. Hohol, Robert A. Manning (Chair), Robert L. Phillips, Q.C., Raymond J. Protti, ICD.D, H. Sanford Riley, and Alan M. Rowe, CPA, CA

Governance Committee

This committee reviews existing governance practices to ensure alignment with legal requirements, regulatory requirements and industry best practices, and works with CWB Group management to foster a culture of ethical conduct. This committee also acts as the review committee and the nominating committee.

Mandate

Membership: Albrecht W.A. Bellstedt, Q.C. (Chair), Robert L. Phillips, Q.C., Raymond J. Protti, ICD.D, and Ian M. Reid

Human Resources Committee

Responsible for CWB Group’s human capital, this committee ensures the organization's succession plans are adequate, leads compensation review and recommendation processes, and oversees the structure of executive compensation.

Mandate

Membership: Andrew J. Bibby, Robert A. Manning, Sarah A. Morgan-Silvester, Robert L. Phillips, Q.C., H. Sanford Riley, and Alan M. Rowe, CPA, CA (Chair)

Risk Committee

The Risk Committee oversees risk management at the CWB Group and balances risks vs. rewards while ensuring that management has policies, processes and procedures in place to identify and effectively manage the significant risks to which CWB Group is exposed. This includes setting lending policies and guidelines for CWB Group, and establishing lending limits for management. The Risk Committee’s Loan Adjudication Panel is responsible for evaluation and approval of loan applications that exceed these lending limits.   

Mandate

Membership of Risk Committee: Albrecht W.A. Bellstedt, Q.C., Andrew J. Bibby, Linda M.O. Hohol, Sarah A. Morgan-Silvester (Chair), Robert L. Phillips, Q.C., and Ian M. Reid (Chair, Loan Adjudication Panel) 

Membership of Loan Adjudication Panel: Any three members of the Board of Directors (determined by the Panel Chair and the Senior Vice President, Credit Risk Management) may from time to time constitute a Loan Adjudication Panel.
 

For further information, including detailed descriptions of CWB Group’s management committees, please see the most recent proxy circular.

CWB Group’s 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 contact:

Gail L. Harding, Q.C.
Senior Vice President, Chief Legal Officer and Corporate Secretary Canadian Western Bank
Suite 3000, 10303 Jasper Avenue
Edmonton, Alberta
T5J 3X6

Telephone: 780.969.1525
Fax: 780.969.8326

 

For requests to CWB Group’s transfer agent and registrar, please contact Computershare.