Loblaw’s 2024 proxy circular says the company’s Independent Lead Director role “drive[s] strong independent Board oversight” and ensures the Board “operates independently of management.” But consider the process by which the Independent Lead Director is selected. At other companies, the position is selected by independent directors only. By contrast, Loblaw’s non-independent directors have a hand in the process. This simply isn’t best practice. In fact, Institutional Shareholder Services (ISS) has said that when non-independent directors are part of the process, “shareholders would benefit from more independent board oversight.” Also, the position lacks a key responsibility. At other companies, the position has final approval authority over important Board materials, including highly consequential matters like meeting agendas, which are critical to ensuring all issues appropriate for Board consideration are actually brought forward. But Loblaw’s Independent Lead Director lacks such authority. This is indeed a critical duty. ISS favors giving this responsibility to Independent Lead Directors, and as the Council of Institutional Investors’ Policies on Corporate Governance clearly say, Lead Independent Directors “should have approval over information flow to the board, meeting agendas and meeting schedules to ensure a structure that provides an appropriate balance between the powers of the CEO [or in Loblaw’s case, its non-independent Chair] and those of the independent directors.” Ultimately, whether you believe a fully independent Chair would be ideal (as many shareholders do) or that a robust Independent Lead Director role provides a sufficient counterbalance to a non-independent Chair, we urge you to support this proposal. Implementing the policy requested by this straightforward proposal would strengthen Loblaw’s independent oversight. And as the company has been engaged directly about these concerns but failed to proactively resolve them, we now ask shareholders to weigh in. Of course, this proposal can’t formally pass without support from Galen Weston and George Weston Ltd. But by voting FOR it, other shareholders can let management and the Board know that change is needed. Thank you.