Board of directors Oversees our overall approach to compensation, including alignment with sound risk management principles and Manulife’s risk appetite Approves: • overall financial plans and strategy upon which the targets for our incentive programs are based • major compensation decisions, including compensation for the CEO and other senior executives Board committees See page 128 for The board carries out its compensation-related responsibilities with the help information about of two board committees: the management resources and compensation director committee and the risk committee independence All board committee members are independent You’ll find more about each committee’s members and responsibilities starting on page 30 Management resources and Risk committee compensation committee • reviews the alignment of our incentive • oversees our approach to human resources, compensation plans with sound risk including the executive compensation program management principles and practices and our • recommends major compensation decisions to risk appetite the board • the majority of members have knowledge of risk • all members are knowledgeable, senior leaders management, as well as technical knowledge of with broad experience as a senior officer or relevant risk principles board member of a major organization (public, • there is cross-membership with the management private or not-for-profit), and the majority have resources and compensation committee experience in executive compensation • there is cross-membership with the risk committee Management’s executive Chief Risk Officer compensation committee • participates in management resources and • includes the Chief Risk Officer, the Chief compensation committee meetings where Financial Officer and the Chief Human recommendations for the design of the Resources Officer compensation program are reviewed and • reviews incentive plan business performance approved to ensure there is informed discussion measures, targets, weightings and results for of the associated risks alignment with our business strategy and risk • reviews the incentive compensation oversight management objectives process • monitors the incentive program designs of our • reviews changes to the compensation program peers with the risk committee to make sure they are in • reviews compensation program changes for line with our risk management objectives alignment with our risk management objectives • is a member of management’s executive compensation committee 104 Manulife Financial Corporation