Board committees The board has four committees to help carry out its mandate: • audit committee • corporate governance and nominating committee • management resources and compensation committee • risk committee Each committee is made up entirely of independent directors and has a committee charter. Committees set aside time at each meeting to meet in camera (without management present) and may also use part of this time to meet with independent advisors and individual members of management. Committee chairs report to the board, providing updates on the committee’s deliberations and any recommendations that require the board’s approval. Committees review their charter every year and update it as necessary. They also conduct an assessment of the committee’s performance and effectiveness in carrying out the responsibilities set out in its charter. Each committee considers the results when developing its priorities and work plan for the coming year. The corporate governance and nominating committee reviews committee composition at least once a year and adjusts committee membership as appropriate. The CEO is not involved in any of these decisions. You can access the committee charters and position description for each committee chair on manulife.com and read the 2022 committee reports beginning on page 30. Independent advice The board and committees may retain outside advisors to receive independent advice, and we pay for the cost of these services. Board roles and responsibilities Among other things, the board is responsible The board and ESG for approving our strategy, risk oversight, ESG (environment, social and governance) leadership development, and succession crosses several aspects of the board’s planning. It reviews and approves our financial roles, including culture, strategic planning, statements, significant investments, the raising risk oversight, leadership and of capital and other significant matters such as compensation, diversity and disclosure. significant mergers, acquisitions and The corporate governance and nominating divestitures. committee oversees Manulife’s ESG framework, including matters related to 1 — PROMOTING A CULTURE OF climate change. On a regular basis, the INTEGRITY AND ETHICAL BEHAVIOUR corporate governance and nominating The board and management promote a strong committee is updated on relevant climate culture of integrity and ethical behaviour. topics, including our progress against the Our code of business conduct and ethics commitments set out in Manulife’s Climate applies to all directors, officers and employees Action Plan. Starting in 2023, members of and sets out the importance of Manulife’s the corporate governance and nominating values, ethics in the workplace and our committeemusttakeatleast one business relationships, avoiding conflicts of externally facilitated ESG-related education interest, protecting our assets, and prompt session every two years. reporting of illegal or unethical behaviour. You can read more about the board’s activities on the following pages, and in All Manulife directors, officers and employees our 2022 ESG Report (published in the have a duty to comply with the code and to second quarter of 2023). report an incident if they suspect fraud or other unethical behaviour or wrongdoing, including a 118 Manulife Financial Corporation