02.08.2020

scotiabank board of directors

Did You Know? As a global and publicly traded financial institution, Scotiabank recognises the need to adhere to best practices in The Bahamas, and international corporate governance. Sound corporate governance policies and practices are important to add shareholder value and maintain the confidence of depositors and investors alike. Board of Directors As a global and publicly traded financial institution, Scotiabank recognizes the need to adhere to best practices in Trinidad and Tobago and international corporate governance. Sound corporate governance policies and practices are important to add shareholder value and maintain the confidence of depositors and investors alike.Scotiabank supports opportunities for the children and communities in which we live and work, building a brighter future for everyone. In addition to satisfying the independence standards set forth above in section (1), in affirmatively determining the independence of any director who will serve on the Bank's compensation committee, the Board must consider all factors specifically relevant to determining whether a director has a relationship to the Bank which is material to that director's ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to:•the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the Bank or a subsidiary to such director; and•whether such director is affiliated with the Bank, a subsidiary of the Bank or an affiliate of a subsidiary of the Bank.Whether directors meet these categorical independence standards will be reviewed and will be made public annually prior to their standing for re-election to the Board. As a global and publicly traded financial institution, Scotiabank recognizes the need to adhere to best practices in Canadian and international corporate governance. Click on one of the links below for full bio information.Director compensation is paid only to non-employee directors. Directors have 5 years from November 1, 2016, or the date of their appointment, as applicable, within which to reach this level.A majority of the Bank's directors are independent, as required by Canadian Securities Administrators' National Policy 58-201 — Corporate Governance Guidelines and the current NYSE listed company corporate governance rules. A material relationship is a relationship that could, in the view of the Board, be reasonably expected to interfere with the exercise of a director's judgement independent of management. The Bank will disclose the basis for any Board determination that a relationship is immaterial despite the fact that it does not meet the categorical standards set forth above. For relationships not covered by the standards in section 1 above, the determination of whether the relationship is material, and therefore whether the director would be independent, will be made by the directors who satisfy those standards.

The Board will examine factors such as tenure, as well as, relationships such as the nature of the director's banking, lending or other business dealings with the Bank or a director's role in a charitable organization which has received a certain level of contributions from the Bank. In addition to satisfying the independence standards set forth above, members of the audit committee must satisfy the following additional independence requirements:•An audit committee member may not accept, directly or indirectly, any consulting, advisory or other compensatory fee from the Bank or any subsidiary, other than compensation in his or her capacity as a member of the Board or any committee or any fixed amount of compensation under a retirement plan (including deferred compensation) for prior service with the Bank (provided such compensation is not contingent in any way on continued service).•An audit committee member may not be an "affiliated" person of the Bank or any subsidiary, as defined in applicable Canadian and U.S. securities laws.The indirect acceptance by an audit committee member of any consulting, advisory or other compensatory fee includes acceptance of such fee by a spouse, minor child or stepchild or a child or stepchild who shares a home with the audit committee member or by an entity in which such audit committee member is a partner, member, an officer such as a managing director occupying a comparable position or executive officer, or occupies a similar position (except limited partners, non-managing members and those occupying similar positions who, in each case, have no active role in providing services to the entity) and which provides accounting, consulting, legal, investment banking or financial advisory services to the Bank or any subsidiary.3.

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