Governance at Manulife breach relating to accounting, auditing or Anyone, including third parties, can internal controls. The code makes it clear that contact our Global Compliance Office, or an individual can report suspected or potential file a confidential report by contacting illegal or unethical behavior without fear of our Ethics Hotline, 24 hours a day, retaliation for any report made in good faith. 7 days a week. Each year everyone subject to the code must Reports can be made anonymously. complete annual training and confirm that they Online manulifeethics.com have read and comply with the code. The audit By phone 1-866-294-9534 committee monitors compliance with the code (toll free in North America) and reviews the code every year. Some limited aspects of the code can be waived for directors and senior executives in exceptional situations if approved by the board on the recommendation of the audit committee, and promptly disclosed. To date, the board has not waived any aspect of the code. You can access a copy of the code on manulife.com. 2 — STRATEGIC PLANNING The board and senior management hold an annual strategic planning meeting, separate from regular board meetings, where board members and management review Manulife’s strategy and discuss emerging trends, the competitive environment, risk issues and any significant business issues or products as important context for our strategic direction. The strategic planning meeting focuses on key areas of importance to the company’s strategy, such as key businesses and break-out growth areas, culture and talent, and enterprise initiatives, and whether any changes to the current strategy are required. Management develops strategic, financial and capital plans, our risk appetite and allocation of resources. The strategic business plans include the strategy and related opportunities and risks for Manulife and each of our business segments. The board reviews the plans, risk appetite and resource allocation, consults further with management and considers any other key issues before it approves them. The board monitors management’s progress on strategic plans throughout the year. It receives regular updates from the CEO and management on strategic developments and our performance against the strategic plan, and oversees adjustments management makes to the plans to reflect new conditions or environmental factors. The strategic planning meeting is often held outside Canada to give the board an opportunity to visit our global operations and meet with employees in those operations. The 2022 meeting was held in New York City. 3 — RISK OVERSIGHT The company’s strategic direction drives our overall risk appetite. All risk-taking activities are managed within Manulife’s risk appetite framework, which defines the amount and types of risks the company is willing to assume in pursuit of its objectives. The company’s risk appetite has three components: risk-taking philosophy, risk appetite statements, and risk limits and tolerances. 2023 Management information circular 119
