Governance at Manulife Chair of the Board provides independent board leadership and oversight Board of directors oversees: • culture of integrity and ethics • corporate governance • strategic planning • internal controls • risk management • communications and public disclosure • leadership development and succession planning Audit committee Corporate Management Risk committee • oversees the governance and resources and oversees: external auditors, nominating compensation • the management of internal control over committee committee our principal risks financial reporting • develops our oversees: • our programs and and our finance, governance policies, • our global human procedures to actuarial, internal practices and resources strategy, manage those risks audit and global procedures policies and compliance • develops and programs functions oversees the • management • serves as the approach to director succession conduct review succession and • executive committee development, compensation • reviews our including approach • pension plan compliance with to diversity governance legal and regulatory • develops and requirements oversees the process for assessing effectiveness of the board, its committees and individual directors • oversees director compensation • oversees the company’s ESG framework, including matters related to climate change Management • reports to the committees and the board • control functions such as finance, risk, compliance and internal audit operate independently of the business units 2023 Management information circular 117