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 Code of Conduct.
The Bank is always looking for ways to strengthen its corporate governance policies and procedures. The Corporate Governance 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, 15 of the 17 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.