Key responsibilities Key activities Overseeing the performance, • Considered auditor tenure and the engagement of the external auditors, qualifications and including the planned initiation of a tendering process for the external audit independence of our external engagement once the adoption of IFRS 17 and first annual audit cycle is auditors complete. • Conducted the annual review of Ernst & Young, including the engagement partner and audit team, their independence, objectivity and quality of audit work performed, and recommended their reappointment as auditors to the board for approval. • Reviewed and approved or pre-approved the auditor independence policy, the scope of the annual audit plan and all related services and fees, recurring audit and non-audit services for the coming year, and audit and non-audit services proposed during the year outside of previous approvals. Overseeing our compliance • Oversaw compliance with applicable laws and regulations, including the anti- program, including money laundering/anti-terrorist financing program. compliance with legal and • Reviewed reports and received frequent updates on litigation and legislative and regulatory requirements and regulatory developments. the effectiveness of our compliance practices Overseeing our internal audit • Oversaw the internal audit program, including budget, structure, skills, program, including the resources, independence, qualifications, and annual risk-based audit plan of the effectiveness of our internal internal audit function. audit practices • Reviewed and approved the internal audit plan and reviewed periodic reports on internal audit activities and audit results. Overseeing our finance, • Reviewed reports, opinions and recommendations from the Chief Actuary, Chief actuarial, internal audit and Financial Officer (CFO), Chief Auditor and Global Compliance Chief. global compliance functions • Reviewed the annual report of the independent actuarial peer reviewer. • Reviewed reports on capital matters, including the company’s capital position, capital initiatives, capital targets and ratios. • Reviewed reports on treasury matters, including dividend recommendations, funding plans, liquidity position and ratios. • Reviewed and approved the mandates of the Global Compliance Chief, Chief Auditor, CFO and Chief Actuary and the global compliance, internal audit, finance and actuarial functions, and reviewed the performance evaluation and assessed the effectiveness of each. Developing our ethical • Reviewed the code of business conduct and ethics and the procedures relating standards and policies on to conflicts of interest and restricting the use of confidential information. managing conflicts of • Reviewed reports on compliance with the code and Ethics Hotline activities. interest, protecting • Oversaw procedures for handling complaints. confidential information and monitoring customer complaints Monitoring arrangements • Provided oversight of transactions with related parties, a group that includes with related parties and directors and senior officers as defined by the Insurance Companies Act transactions that could have (Canada), including through the committee-approved related party transactions a material impact on our policy, which includes established procedures to ensure the disclosure and stability or solvency review of related party transactions and that apply to a broad range of transactions with related parties, from the provision of products or services to a related party to the purchase of assets or services from a related party. • Reviewed reports on the company’s related party procedures and effectiveness of the procedures to identify material related party transactions and ensure any related party transactions comply with all requirements. The committee meets without management present at each meeting. The committee also met in private with Ernst & Young, the independent actuarial peer reviewer, CFO, Chief Risk Officer, Chief Actuary, Chief Auditor and Global Compliance Chief throughout the year. 32 Manulife Financial Corporation