Executive Compensation Compensation oversight How the board oversees executive compensation The table on the following page explains the respective roles of Manulife’s board, management and outside advisors in designing and awarding executive compensation. We make sure Manulife’s executive compensation program follows good governance practices by aligning it with the Financial Stability Board’s (FSB) Principles for Sound Compensation Practices, the FSB’s Implementation Standards and other governance best practices related to compensation. We conduct an internal audit of the executive compensation program every year to confirm alignment with the FSB’s Principles and Implementation Standards. Independent advisor to the board The management resources and compensation committee has retained Korn Ferry, a global consulting firm that provides independent advice on executive compensation. The committee began its relationship with Korn Ferry in November 2019. As our independent advisor, Korn Ferry provides advisory services related to compensation decisions, insights into compensation trends and practices, and attends committee meetings. The table below shows fees for services rendered by Korn Ferry for the past two years. Korn Ferry meets the requirements of an independent advisor and does not engage directly with Manulife without the committee’s prior approval. 2021 2022 Executive compensation-related fees $272,710 $425,725 All other fees $1,801,806 $3,257,579 In 2022, Korn Ferry’s advisory services to the committee also included a review of our peer groups and a thorough review of our annual and long-term incentive plan designs in the context of our implementation of IFRS 17. All other fees in 2022 were for benchmarking surveys, executive search services, and implementation of an executive development program. 2023 Management information circular 103
