Governance at Manulife What we do Independence • All our directors are independent (except for the CEO) and all members of the board’s committees are independent • Board committees can retain independent advisors • The roles of Chair of the Board and CEO are separate • We have an annual strategic planning meeting separate from regular board meetings • In camera sessions are held at every board and committee meeting Ethics and integrity • We promote a strong culture of integrity and ethical behavior, and have an Ethics Hotline where anyone, including employees or third parties, can file a confidential report on ethics matters • We require all directors to certify compliance with our code of business conduct and ethics every year Leadership and development • We provide directors with an orientation program as well as continuing education • We require members of the risk committee and corporate governance and nominating committee to take at least one externally facilitated session or course on cybersecurity and ESG, respectively, every two years • The board has a formal annual self-assessment process • We continuously monitor board succession requirements and director candidates, maintain a skills matrix for directors and, where appropriate, use an independent search firm to assist in board recruiting Diversity and succession • We have a board diversity policy (including, among other characteristics that may be identified from time to time, gender, age, race, ethnicity, culture, disability, sexual orientation and geographic representation) • The board strives to maintain parity between men and women among the independent directors, and has established a specific objective that at least 40% of the independent directors are women, recognizing that board composition may fluctuate from time to time during periods of transition. To maintain an appropriate gender balance, no more than 60% of the independent directors will be from any one gender, subject to temporary fluctuations during periods of transition. • We have an ongoing process to identify board succession candidates whose skills align with the key competencies and experience necessary to support our operations as well as promote the diversity objectives of the board diversity policy • Search firms must identify and present diverse and balanced slates of potential director candidates, including those from underrepresented groups such as women, members of a visible minority as defined in the Employment Equity Act (Canada), Indigenous peoples, people with disabilities and members of the 2SLGBTQ+ community • Diversity and inclusion is embedded in our global talent management, talent acquisition and leadership programs • Shareholders elect individual directors annually • We have a majority voting policy and director term limits Shareholder engagement and alignment • We have a robust shareholder engagement program with publicly available shareholder engagement principles • We require directors and executives to meet equity ownership guidelines • We have a proxy access policy Risk oversight • We have strong risk oversight, carried out by the board and supported by the risk committee • The audit and risk committees have joint meetings at least once a year 2023 Management information circular 113