M&T BANK CORP

The N&G Committee oversees an annual self-evaluation of the Board. Prior to the beginning of the Board’s self-evaluation each year, the N&G Committee considers possible enhancements to the process, including changes to the evaluation format and the written questionnaire. The written questionnaire, which is provided to each director, covers a range of topics related to Board effectiveness and performance, including questions on Board composition, culture, committee performance, risk management, oversight of corporate strategy, management accountability, and agenda and meeting effectiveness.

After completion of the written questionnaire, the full Board, led by the Chair of the N&G Committee, reviews the results and holds a self-evaluation discussion. Any points of attention or changes to Board practices are identified, and the Chair of the N&G Committee has the opportunity to meet with the Chief Legal Officer or others as necessary to discuss any such follow-up items. In addition to this formal Board self- evaluation process, directors are encouraged to provide feedback at any point during the year. The Chair of the N&G Committee also holdsone-on-one discussions with individual directors throughout the year to obtain additional feedback on Board effectiveness, composition, practices and performance. Board committees also perform their own self-evaluation process as required in their respective committee charters.