About the Directors Management resources and compensation committee Membership as of All members of the management resources and compensation committee in 2022 December 31, 2022:* are independent and meet the additional independence standards set out in our Donald R. Lindsay – Chair director independence policy in compliance with applicable securities exchange Susan F. Dabarno rules. A majority of the members have finance, talent management and executive compensation, and risk management experience. There is cross-membership Julie E. Dickson between the management resources and compensation committee and the risk C. James Prieur committee. May Tan The committee met five times in 2022. It has approved this report and is satisfied Leagh E. Turner that it has carried out all of the responsibilities required by the committee charter. * On February 15, 2023, Nicole Arnaboldi joined the committee and became committee chair, and Don Lindsay and May Tan resigned from the committee. Ms. Arnaboldi meets the additional independence standards set out in our director independence policy in compliance with applicable securities exchange rules. Key responsibilities Key activities Overseeing global human • Reviewed the 2022 compensation program and recommended the 2023 resources strategy, policies compensation program to the board for approval. and programs • Monitored employee engagement, including the results of the global employee engagement survey. • Reviewed the compensation programs, including base pay, incentives, pension and benefit plans, and made recommendations to the board. • Received frequent updates on the company’s response to the pandemic in relation to the health and well-being of employees. • Reviewed reports on talent management and diversity. • Reviewed updates to the global compensation policy and reports on compensation plans. • Oversaw the review of compensation of employees who have a material impact on our risk exposure. Developing and maintaining • Completed succession planning reviews of the CEO and senior executive roles. succession plans for the CEO and other senior executives Reviewing senior executive • Provided oversight of the vetting process for executive appointments. appointments before recommending them to the board for approval Reviewing and • Reviewed and approved the CEO’s annual objectives, assessed the CEO’s recommending performance and integrity and made compensation recommendations for compensation performance approval by the board. goals and objectives for the • Reviewed the performance assessment, compensation recommendations and CEO and other senior assessment of integrity for the members of the executive leadership team and executives, assessing the the head of each oversight function and approved their annual objectives. performance of the CEO and • Reviewed the company’s compensation peer group. other senior executives in • Considered the feedback from shareholder engagement meetings regarding light of their performance compensation programs. goals and objectives and recommending their compensation Overseeing compensation • Reviewed reports of the independent consultant on compensation matters. plans and ensuring the • Reviewed the performance and independence of the independent consultant. compensation program • Reviewed reports on the alignment of compensation programs with sound risk aligns with risk management management principles and established risk appetite. policies and practices and • Reviewed reports on compensation for employees who have a material impact corporate strategy on our risk exposure. Overseeing governance of • Oversaw the company’s global retirement and global benefits programs. employee pension plans The committee meets without management present at each meeting. The committee also works with a consulting firm to receive independent advice on compensation matters, and has retained Korn Ferry Hay Group, Inc. (Korn Ferry) as its independent consultant since November 201 . The committee chair approves all work carried out by the independent consultant. The committee met in private with Korn Ferry throughout the year. Please see page 103 for more about the independent consultant. 2023 Management information circular 33