More Scotiabank Sites
More Scotiabank Sites menu opened.Skip to Scotia OnLine.
- Antigua & Barbuda
- British Virgin Is.
- Canada - English
- Canada - French
- Cayman Islands
- Costa Rica
- Dom. Republic
- El Salvador
- Hong Kong
- Republic of Korea
- Neth. Antilles
- Puerto Rico
- Global Banking & Markets
- Scotia Private Client Group
- Get Growing for Business
- Newcomers to Canada
End of More Scotiabank Sites menu.
How We Govern
Corporate governance refers to the way in which a company is governed, its processes and policies, and how it deals with the various interests of its many stakeholders, including shareholders, customers, employees and the broader community.
The importance of an effective corporate governance structure and culture was reinforced over the past few years, as companies dealt with the fallout of global economic turbulence.
A solid foundation of openness, integrity and accountability has helped Scotiabank in this economic climate by building and maintaining strong, enduring relationships with customers and other stakeholders in the communities in which the Bank operates. The Bank has also benefited from a strong history of internal audit and compliance procedures and a comprehensive, well-articulated risk appetite framework.
As a global financial institution with operations in more than 50 countries, Scotiabank strives to ensure that its practices and policies meet or exceed all local, Canadian and international standards and requirements, and that the interests of the Bank's diverse stakeholders around the world are represented in a balanced way.
The Bank's corporate governance policies are designed to ensure the independence of the Board of Directors and its ability to supervise management's operation of the Bank. The Board of Directors is committed to adopting best practices for the Bank's corporate governance.
Accountability for the Bank's actions and results is shared by all employees, and ultimately rests with the Board of Directors, which is elected to represent shareholders' interests. All directors, officers and employees of Scotiabank must annually acknowledge their adherence to the Guidelines for Business Conduct.
The Bank is always looking for ways to strengthen its corporate governance policies and procedures. The Corporate Governance and Pension Committee of the Board, which is composed entirely of independent directors, reviews Scotiabank's corporate governance policies at least once a year. Any changes it recommends are reviewed and approved by the full Board.
Scotiabank's Board of Directors is made up of local, regional, national and international business and community leaders, who have been carefully selected for their financial literacy, integrity and demonstrated sound and independent business judgment. Their broad individual and collective experience is an invaluable asset. Currently, 13 of the 14 directors of the Board are independent, including our non-executive chairman.
For more information on our Board of Directors, their committees and activities, as well as guidelines for submitting a shareholder proposal, please consult the Bank's Management Proxy Circular (2.6 mb) .
Board best practices
- Scotiabank's Board of Directors is led by a non-executive chairman.
- 13 of the Bank's current 14 directors are independent, including the chairman.
- The Bank developed a formal Corporate Governance Policy in 2002, which has been enhanced and re-approved each year since. It is reviewed at least annually.
- Shareholders vote for individual directors. Directors receiving more votes "withheld" than "for" in an uncontested election are required to tender their resignation.
- All four of the Board's committees meet independence guidelines in terms of composition.
- Board committees have the authority to retain independent advisors, as determined necessary by each committee.
- The Board conducts an annual review of its performance and that of its committees.
- At each meeting of the Board and Board committees, time is specifically reserved for independent discussion without management present.
- The Executive and Risk Committee and Human Resources Committee each meets separately with the Bank's Chief Risk Officer.
- An orientation program is in place for all new directors. They also receive a Corporate Governance Information book, which explains the Bank's corporate governance structure. All directors participate in the Board's ongoing education sessions throughout the year.
- All directors, officers and employees of Scotiabank must acknowledge their adherence annually to the Scotiabank Guidelines for Business Conduct. The Bank has also adopted a Whistleblower Policy and Procedures (176 kb).
- Directors are expected to hold Bank common shares and/or Director Deferred Share Units with a value not less than $450,000, a level that must be reached within five years of joining the Board.
- At the 2011 Annual General Meeting of Shareholders, Scotiabank is putting before shareholders its second "say on pay" resolution. The first resolution in 2010 received nearly 97% support from shareholders for management's approach to executive compensation.