GOVERNANCE 25 Risk Management As part of its remit, the Risk Committee oversees Regulatory Authorities We recognize that risk management is an enterprise- operational risk, which is defined as the potential that We are subject to regulatory oversight by the Federal wide responsibility. The board of directors oversees the inadequate information systems, operational problems, Deposit Insurance Corporation (FDIC); Consumer company’s corporate risk governance processes primarily breaches in internal controls, fraud, or unforeseen Financial Protection Bureau; Federal Reserve Board through its committees. catastrophes will result in unexpected losses. As such, of Governors; Mississippi Department of Banking and operational risk considerations include climate-related Consumer Finance; Financial Industry Regulatory BOARD RISK COMMITTEE risks to our operations stemming from severe weather Authority; and U.S. Securities and Exchange The Risk Committee assists the board in the assessment events. The company is currently in the early stages of Commission. and management of the company’s policies, procedures formally identifying and assessing climate-related risks and practices relating to credit risk, liquidity risk, market beyond operational risks stemming from the Company’s risk, legal risk, operational risk (including cybersecurity geographic footprint. As this ESG risk framework is built risk), reputational risk and strategic risk. The Audit out, we will incorporate impact to other risk areas. We Regulatory Engagement Committee reviews the company’s control systems to believe the governance framework that we have put in manage and monitor financial risk with management place will enable fulsome consideration of the climate • We maintain open and transparent and the internal audit group. The Compensation risks and opportunities at Hancock Whitney as our communications with our supervisory Committee evaluates and manages any risks posed practices and processes mature. regulators and aim to optimize opportunities by compensation and benefit programs and oversees for proactive engagement. We regularly DEI efforts. The Corporate Governance & Nominating SUSTAINABILITY COMMITTEE communicate with the regulators and update Committee oversees all ESG-related activities. The The Chief Risk Officer chairs the Sustainability Committee them on the bank’s activities. Sustainability Committee, which is a management to provide interconnectivity between the committee and • In addition to regular examinations and committee, develops, monitors and assesses strategies the Company’s enterprise risk management (ERM) continuous monitoring performed by our relating to the environment, social responsibility and function, which is responsible for incorporating climate- supervisory regulators, we host frequent sustainable growth. related risks into the Company’s risk framework. The meetings or conference calls between Director of Diversity, Equity & Inclusion (DEI) serves as the supervisory team and bank executive In addition, the board and executive management have a member of the Sustainability Committee to champion leadership. appointed a Chief Risk Officer, who is a member of our DEI efforts. management, to support the risk oversight responsibilities • We respond in a timely manner to our of the board and its committees, as well as to involve Compliance Governance supervisory regulators and remain committed the appropriate personnel in risk management by to addressing all follow-up items. establishing committees responsible for oversight of The Chief Compliance Officer has oversight for enterprise • We proactively monitor the regulatory the many risks faced by the company. The Chief Risk compliance and reports to the Chief Risk Officer. We landscape to ensure awareness of any Officer reports to the Risk Committee each quarter on the provide quarterly reports to the Risk Committee, with regulatory changes and impacts to the bank. company’s enterprise-wide risk management systems. an annual report to the full board on the compliance program for the enterprise.

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