Governance at Manulife The executive disclosure committee is responsible for overseeing and monitoring our disclosure processes and practices, including the review, from time to time, of Manulife’s disclosure policy. It is made up of members of senior management and reports to the audit committee on disclosure matters. The executive disclosure committee reviews all material information in disclosure documents before the audit committee and board review. A cross-functional group that includes members of senior management, as well as employees from our legal, investor relations and corporate communications groups, and others as required, reviews information and developments to assess materiality in compliance with our disclosure policies. The board reviews and approves our financial statements, management’s discussion and analysis (MD&A) and earnings releases, annual information form, management information circular and other material disclosure based on the review and recommendation of the audit committee. The audit committee also reviews and approves our disclosure policy. Engagement We have a longstanding practice of engaging with our stakeholders, as we believe that engaging and communicating directly with shareholders and other stakeholders is important for receiving timely and meaningful feedback. Our shareholder engagement principles help shareholders understand how the board engages with shareholders and how they can contact the board. These are available on manulife.com. The board’s shareholder engagement outreach program facilitated by our investor relations group includes: • an annual shareholder engagement outreach As part of the annual Shareholder Outreach program to generate dialogue and feedback on Program, Don Lindsay, Nicole Arnaboldi and a variety of topics in which the Chair of the James Prieur met with investors who Board and at least one other director collectively own approximately 28% of participate each year Manulife’s outstanding institutional shares. A • ongoing communication, which is an important broad range of matters were discussed, part of creating an open, candid and productive including: dialogue. Directors make themselves available • governance – Manulife’s approach to throughout the year to engage and respond to governance, including board composition, questions from shareholders board and executive succession planning, • encouraging shareholders to participate at the and auditor independence annual meeting, because it offers a valuable • strategic priorities – Manulife’s progress on opportunity to discuss Manulife, our corporate executing against its priorities, including governance practices and other topics. optimization of legacy business, growth of Say on executive pay highest potential businesses, and capital This year shareholders will again have an deployment opportunity to have a say on our approach to • ESG – Manulife’s strategy and approach on executive pay. This is an advisory vote, so the ESG matters, including our Impact Agenda, results are not binding. The board will, however, Climate Action Plan, emission targets, take the results into account together with diversity and inclusion, and how our feedback received from other shareholder shareholders are integrating ESG factors engagement activities, when making decisions into their investment decision-making about compensation policies, procedures and • risk management – views on emerging risks executive pay in the future. You can read more and approach to risk management, about this on page 13. including geopolitical and cyber risks • accounting – topics related to the Shareholder proposals implementation of IFRS 17, including Shareholders can submit proposals to be oversight, readiness and potential impacts considered at an annual meeting and included in • executive compensation – potential our circular. The corporate governance and refinements to our compensation plan nominating committee oversees this process. design, incorporation of ESG metrics, and See page 14 for more information. We did not target setting receive any proposals to be considered at the 2023 annual meeting. 2023 Management information circular 125