Governance at Manulife About the Manulife board The board is responsible for overseeing our business and affairs as set out in the board’s mandate. You can read about the board’s responsibilities in more detail beginning on page 118, and you will find a copy of the board’s mandate on manulife.com as well as on SEDAR (sedar.com). The board carries out its responsibilities directly and through its four committees, which you can read about beginning on page 117. Other than the CEO, all of our directors are independent, and all members of the board’s committees are independent. This ensures the board and committees can effectively oversee all aspects of our business and act in Manulife’s best interests. The board needs a mix of certain competencies, experience and personal qualities for proper oversight and effective decision-making, and sets its size and composition accordingly. The board routinely reviews its size and make-up with the corporate governance and nominating committee, and may appoint new directors to the board between annual meetings. You can read more about board diversity and the competencies and experience of our directors beginning on page 129. The board and each of its committees set aside time at each meeting to meet without management present. The board holds monthly update calls to keep directors informed between regularly scheduled meetings. The corporate governance and nominating committee reviews the board mandate annually. The board mandate, committee charters and position descriptions for the Chair of the Board, committee chairs, individual directors and the CEO are posted on manulife.com. Year in review The board continued to enhance its governance practices in the past year: • in anticipation of John Cassaday reaching his term limit in 2023, completed a comprehensive succession process for the Chair of the Board, led by a group of independent directors and facilitated by a former independent board member, with significant involvement from all members of the board, resulting in Don Lindsay’s unanimous appointment as Chair of the Board effective February 15, 2023 • reviewed committee membership in light of the Chair of the Board succession process, implementing changes to ensure continued effective oversight • continued focus on board succession and renewal, incorporating diversity objectives and focus on skills in areas critical to Manulife’s ongoing growth and ambitions for the future • continued to enhance the new director orientation and education programs, including an in-depth review of our director education program in light of evolving trends and introduced an additional requirement that directors take specialized education programs in key areas of focus based on committee membership. Starting in 2023, members of the corporate governance and nominating committee must take at least one externally facilitated ESG-related education session and members of the risk committee must take at least one externally facilitated cybersecurity-related education session every two years. • expanded the use of board focus groups to delve more deeply into key topics • increased board focus on, and engagement in respect of, ESG matters • implemented a hybrid meeting schedule (in-person vs. virtual) given the global nature of board to ensure optimal participation from all directors and to help attract talented directors from across the globe. • completed, with the assistance of an independent consultant, a review of director compensation resulting in a 12% increase, to align with companies of similar complexity. The increase is received entirely in equity, raising the mandatory equity portion of the board retainer to $127,500 (approximately 55% of the board retainer). 2023 Management information circular 115