2022 board committee reports Corporate governance and nominating committee Membership as of All members of the corporate governance and nominating committee are December 31, 2022:* independent. The Chair of the Board is also a member. There is cross- Andrea S. Rosen – Chair membership between the corporate governance and nominating committee and Nicole S. Arnaboldi the audit committee. Guy L.T. Bainbridge The committee met five times in 2022. It has approved this report and is Joseph P. Caron satisfied that it has carried out all of the responsibilities required by the John M. Cassaday committee charter. Tsun-yan Hsieh Vanessa Kanu * On February 15, 2023, Don Lindsay joined the committee and became committee chair, May Tan joined the committee, and Nicole Arnaboldi and John Cassaday resigned from the committee. Key responsibilities Key activities Managing board renewal and • Continued oversight and focus on board succession and diversity strategy. succession, including • Worked with independent recruitment firm to assist in identifying and recruiting identifying the necessary potential candidates based on criteria established by the committee, including competencies, expertise, a diverse slate of candidates as mandated by the board diversity policy. skills, background and • Maintained and regularly refined the evergreen list of potential director personal qualities for candidates. potential candidates, • Led searches to identify new director candidates in line with the board’s overall identifying qualified needs and diversity policy, and led the vetting process. candidates, maintaining an • Reviewed the characteristics, experience and expertise necessary for evergreen list of qualified prospective directors to align with Manulife’s ambitions for the future. candidates and reviewing • Considered board diversity in the context of director succession planning and committee membership reviewed the board’s diversity policy. Enhanced board diversity policy to provide for gender balance and to reinforce the board’s commitment to diversity beyond gender. • Reviewed committee membership and recommended committee appointments for new director. Developing effective • Oversaw the company’s ESG framework, including matters related to climate corporate governance policies change. On a regular basis, the committee is updated on relevant climate and procedures, including topics, including our progress against the commitments set out in Manulife’s subsidiary governance and Climate Action Plan. environmental, social and • Reviewed reports on ESG strategy, trends, risks and opportunities. governance (ESG) issues • Reviewed ESG reporting, including the company’s 2021 Sustainability Report and key performance indicators, and reviewed stakeholder feedback on the report. • Reviewed updates on the company’s sustainability strategy, including the company’s Impact Agenda and direction and areas of focus for the company in this area. • Reviewed the details of, and compliance with, board and committee charters and mandates of board and committee chairs, directors and the CEO. • Considered all significant changes in director status and confirmed no adverse impact. • Monitored and received reports on corporate governance developments, assessing current practices against emerging best practices and other requirements, and enhancing practices where relevant. • Reviewed reports on the company’s virtual annual meeting of shareholders, designed to allow shareholder participation in the pandemic environment. • Reviewed reports on subsidiary governance and the company’s subsidiary governance framework. • Reviewed reports on shareholder feedback. 30 Manulife Financial Corporation