About the Directors Key responsibilities Key activities Developing and overseeing • Implemented the assessment process for the board, the committees and chairs the processes for assessing of each committee, including peer assessments. Typically, the board also board, committee, Chair of engages in a review to assess the performance and effectiveness of the Chair of the Board, committee chair the Board in carrying out his mandate. In 2022, in light of the planned transition and individual director of the Chair of the Board, the board chair assessment consisted of a deep dive effectiveness, including on the attributes and priorities required of the next Chair of the Board to director peer assessments support Manulife in achieving its strategic objectives. • Reviewed the director independence policy and recommended updates to the board for approval. • Reviewed and recommended that the board confirm the independence of the directors. • Assessed the board’s relationship with management. Overseeing the director • Oversaw the director orientation program, facilitating efficient onboarding of orientation and education directors to allow for effective oversight. program • Oversaw the director education agenda and enhanced the director education program with the addition of a requirement that members of the risk committee and corporate governance and nominating committee take at least one externally facilitated session or course on cybersecurity and ESG, respectively, every two years. Overseeing director • Continued review, involving an independent consultant, of director compensation compensation, including an overview of best practices, industry trends and peer benchmarking. • Recommended the approval of a slight increase to the annual retainer in 2023, to be received entirely in equity, to align with market The committee meets without management present at each meeting. The committee worked with an independent consultant, Meridian Compensation Partners, to conduct a comprehensive review of director compensation. Meridian’s fees were $32, 54 in 2022 and $23,303 in 2021. Following the review, the committee recommended, and the board approved, an increase of US$25,000 in the directors’ annual retainer, to be received entirely in equity, to align with market (see page 35 for details). Audit committee Membership as of The audit committee and the board have determined that all members of the December 31, 2022:* committee in 2022 are independent, financially literate and that Guy Bainbridge, Guy L.T. Bainbridge – Chair Nicole Arnaboldi, Tsun-yan Hsieh, Vanessa Kanu and Andrea Rosen qualify as Nicole S. Arnaboldi audit committee financial experts under the Sarbanes-Oxley Act of 2002. All of the Joseph P. Caron members also meet additional independence standards for audit committees under applicable U.S. and Canadian laws and securities exchange rules. The Tsun-yan Hsieh committee also serves as the company’s conduct review committee. There is Vanessa Kanu cross-membership between the audit committee and the corporate governance Andrea S. Rosen and nominating committee, and the committee holds a joint meeting with the risk committee at least once a year. The committee met five times in 2022, including one joint meeting with the risk committee. It has approved this report and is satisfied that it has carried out all of the responsibilities required by the committee charter. * On February 15, 2023, May Tan joined the committee and Nicole Arnaboldi resigned from the committee. The audit committee and the board have determined that Ms. Tan is independent, financially literate, that she qualifies as an audit committee financial expert under the Sarbanes-Oxley Act of 2002, and that she also meets additional independence standards for audit committees under applicable U.S. and Canadian laws and securities exchange rules. Key responsibilities Key activities Overseeing the quality and • Reviewed significant accounting and actuarial practices and policies (and areas integrity of financial where judgment was applied), financial disclosure (and recommended them to information, including the the board for approval), and management’s report on the effectiveness of effectiveness of our systems internal controls over financial reporting. of internal control over • Received frequent updates and reviewed key matters related to the financial reporting implementation of IFRS 17. • Reviewed critical audit matters and key audit matters communicated by the external auditors. 2023 Management information circular 31