2022 ESG Report Introduction ESG at Manulife Environmental Social Governance Corporate Governance Human Rights Risk Management Ethics and Compliance Tax Strategy Data Security and Privacy Executive Compensation Practices Responsible Product Governance Public Policy Performance Data Abbreviations and Acronyms Corporate Governance We believe that excellent corporate governance is critical to our long-term success — for us, our shareholders, and our customers. Our sustainability governance framework enables us to achieve our sustainability objectives across our global franchise, facilitating easier and more strategic decision-making within the context of our business objectives. Our Board of Directors is elected by Manulife’s shareholders and is responsible for overseeing the business and affairs of our company. Governance policies and practices are consistent with our values and with the various rules and requirements applicable to our business. Independence • Other than the CEO, all Directors – including the Chair – are independent, and all members of the Board’s standing committees are independent Diversity and Succession • Directors reflect a mix of certain competencies, experience, and personal qualities to ensure proper oversight and effective decision-making and the Board routinely reviews its size and makeup with the CGNC. • The Board has a long-standing diversity policy that considers characteristics that contribute to board diversity, including gender, age, race, ethnicity, culture, disability, sexual orientation, and geographic representation, as well as any other characteristics that may be identified from time to time. • The CGNC oversees the Board succession process. The CGNC is committed to equitable and inclusive recruitment practices and will require search firms to identify and present diverse and balanced slates of potential director candidates, including those from underrepresented groups such as women, members of a visible minority as defined in the Employment Equity Act (Canada), Indigenous peoples, people with disabilities and members of the 2SLGBTQ+ community. • With respect to gender, the Board strives to maintain gender parity among the independent directors and has established a specific objective that at least 40% of the independent directors are women, recognizing that board composition may fluctuate from time to time during periods of transition. • To maintain an appropriate gender balance, no more than 60% of the independent directors will be from any one gender, subject to temporary fluctuations during periods of transition. ESG Oversight In 2022, the CGNC engaged in a number of activities pertaining to ESG reviews and oversight, including: • Overseeing Manulife’s ESG framework, including matters related to climate change • Reviewing updates to Manulife’s sustainability strategy, include the Impact Agenda, as well as focus areas and direction • Reviewing reports related to ESG strategy, trends, risks, and opportunities • Reviewing Manulife’s 2021 ESG Report including key performance indicators and stakeholder feedback ESG report 68
