Bank Of Nova Scotia 6-K, filed Mar 3, 2023

About this 6-K

Bank Of Nova Scotia (BNS)

6-K 2023-03-03 For: 2023-03-03

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Added on April 11, 2026

THE BANK OF NOVA SCOTIA

Date: March 3, 2023

/s/ Nives Gaiotto

Name: Nives Gaiotto

Title: Assistant Corporate Secretary

Bank Of Nova Scotia filed this 6-K on March 3, 2023.

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Exhibit		Description of Exhibit

99.1		Notice of the 191st Annual Meeting of Shareholders and Management Proxy Circular

99.2		Notice of Availability of Annual Shareholder Meeting Materials

99.3		Form of Proxy

99.4		Mandate of the Board of Directors


WHEN	WHERE	LIVE WEBCAST

Tuesday, April 4, 2023	Scotiabank Centre	https://web.lumiagm.com/493909171

9:00 a.m. (Eastern)	Scotia Plaza, 40 King Street West, 2nd floor

	Toronto, Ontario M5H 3Y2


1

About the meeting			5

Business of the meeting			5

Information about voting			8

About the nominated directors			13

Skills and experience			21

Meeting attendance			22

Director compensation			22
_{_•} Program elements			22
_{_•} 2022 Director compensation table			23

Director equity ownership			24


2

Governance			25

About the board			28
_{_•} Structure of the board			28

Board priorities			29
_{_•} Strategic direction			29
_{_•} Risk oversight			30
_• ESG risk management			31
_{_•} Conduct and culture			31
_{_•} Leadership development, diversity and assessment			36
_{_•} Good governance			40
_• Subsidiary governance			40
_• Stakeholder engagement			41
_• ESG oversight			42

Board composition, development and assessment			47
_{_•} Qualities of directors			47
_{_•} Independent			47
_{_•} Diverse			47
_{_•} Integrity and engagement			48
_{_•} Balanced in other professional activities			49
_{_•} Board interlocks			49
_{_•} Change in principal occupation			49
_{_•} Balanced in tenure			50
_{_•} Nominating directors			50
_• Shareholder Input			51
_{_•} Majority voting policy			51
_{_•} Orientation and Education			52
_{_•} Board assessment			55

Committee reports			56


3

Executive compensation			61

Message from the chair of the board and the chair of the human capital and compensation committee			62

Compensation discussion and analysis			71
1. Strategy			71
2. Compensation governance			79
3. Decision-making process			83
4. Program elements			86
5. 2022 Compensation decisions			92
6. Share performance and cost of management			106

2022 Executive compensation details			107
_{_•} Summary compensation table			107
_{_•} Incentive plan awards			109
_{_•} Retirement benefits			114
_{_•} Termination and change of control			116

4

Other information			119
_{_•} Compensation of material risk impact employees			119
_{_•} Business performance measures			120
_{_•} Non-GAAP measures			120
_{_•} Loans to directors, officers and employees			120
_{_•} Directors’ and officers’ liability insurance			121

5

Shareholder proposals			122

Directors’ approval			131


Delivery of the annual report How we deliver our annual report to you depends on whether you are a registered shareholder or a beneficial shareholder. You are a registered shareholder if the shares you own are registered directly in your name with Computershare. If this is the case, your name will appear on a share certificate or a statement from a direct registration system confirming your shareholdings. You are a beneficial shareholder if the shares you own are registered for you in the name of an intermediary such as a securities broker, trustee or financial institution. Registered shareholders Registered shareholders who have not opted out of receiving our annual report will receive a physical copy, unless they have consented to electronic delivery (e-delivery). Please refer to “Receiving shareholder materials by e-mail” under “Information about voting” for more information on signing up to receive shareholder materials by e-mail. Beneficial shareholders As permitted under securities laws, we are using notice and access to deliver our annual report to beneficial shareholders. You may access the annual report online in the same manner as described in “How to access the circular electronically”. Physical copies of the annual report will also be provided to shareholders who have standing instructions to receive physical copies of meeting materials. How to request a physical copy of materials provided to you through notice and access Shareholders may request a physical copy of this circular or our annual report, at no cost, up to one year from the date the circular was filed on SEDAR. If you would like to receive a physical copy prior to the meeting, please follow the instructions provided in the notice or contact Computershare at the contact information provided on the back cover of this circular. A copy of the requested documents will be sent to you within three business days of your request. If you request a physical copy of any materials, you will not receive a new form of proxy or voting instruction form, so you should keep the original form sent to you in order to vote. Questions? If you have questions about notice and access or to request a physical copy of this circular or our annual report after the meeting at no charge, you can contact Computershare at the contact information provided on the back cover of this circular.				In this document: _• we, us, our, the bank and Scotiabank mean The Bank of Nova Scotia _• you and your mean holders of our common shares _• common shares and shares mean the bank’s common shares _• annual meeting and meeting mean the annual meeting of common shareholders of the bank























FOR MORE INFORMATION You can find financial information about Scotiabank in our 2022 consolidated financial statements and management’s discussion and analysis (MD&A). Please see our caution regarding forward-looking statements on page 16 of our 2022 annual report. Financial information and other information about Scotiabank, including our annual information form (AIF) and quarterly financial statements are available on our website (www.scotiabank.com), SEDAR (www.sedar.com), or on the U.S. Securities and Exchange Commission (SEC) website (www.sec.gov). Copies of these documents, this circular and any document incorporated by reference, are available for free by writing to: Corporate Secretary of The Bank of Nova Scotia 40 Temperance Street Toronto, Ontario Canada M5H 0B4 corporate.secretary@scotiabank.com You can also communicate with our board of directors by writing to the Chair of the Board at chair.board@scotiabank.com.


1. RECEIVE FINANCIAL STATEMENTS Our consolidated financial statements and MD&A for the year ended October 31, 2022, together with the auditors’ report on those statements, will be presented at the meeting. You will find these documents in our annual report which is available on our website.

2. ELECT DIRECTORS Under our majority voting policy, you will elect 12 directors individually to serve on our board until the close of the next annual meeting or until their successors are elected or appointed. You can find information about the nominated directors beginning on page 13 and our majority voting policy on page 51.			The board recommends you vote for each nominated director The board recommends you vote for KPMG LLP as our independent auditors
3. APPOINT AUDITORS You will vote on appointing the independent auditors. The board assessed the performance and independence of KPMG LLP (KPMG) and recommends that KPMG be re-appointed as the shareholders’ auditors until the close of the next annual meeting. KPMG has served continuously as one of our auditors since 1992, and as our sole auditor since March 2006. Last year, the vote was 92.13% for KPMG as auditors. A representative of KPMG will attend the meeting. The bank has robust policies and procedures in place to assess auditor performance, objectivity and independence. The audit and conduct review committee, which is composed entirely of independent directors, oversees and evaluates the external auditor and is confident that there are no concerns regarding KPMG’s tenure and independence. The board conducts a fulsome annual assessment on the performance of the auditor as per the bank’s Policy on the Assessment of the External Auditor with inputs from management. The board also conducts an in-depth comprehensive review of our external auditor every five years using the standardized toolkit developed by CPA Canada/Canadian Public Accountability Board (CPAB). The board’s approach is consistent with the conclusions and recommendations from the CPA Canada/CPAB Enhancing Audit Quality initiative that a committee’s periodic comprehensive review is the preferred alternative to mandatory firm rotation or re-tendering for addressing the institutional familiarity threat and enhancing audit quality. The most recent comprehensive review using the CPAB toolkit was conducted in 2020 and raised no significant concerns with KPMG as the bank’s external auditor. Additionally, the mandated rotation of lead and other key engagement partners of KPMG, including partners auditing the different segments of the bank, provides a safeguard against familiarity threats – the lead audit engagement partner rotated in 2021 and the corporate engagement partner rotated in 2022. Based on the audit and conduct review committee’s rigorous assessment of KPMG, the board concluded that KPMG should be recommended for re-appointment to shareholders at this annual meeting.



$ millions	2022		2021

Audit services		31.6		25.9
Audit services generally relate to the statutory audits and review of financial statements, regulatory required attestation reports, as well as services associated with registration statements, prospectuses, periodic reports and other documents filed with securities regulatory bodies or other documents issued in connection with securities offerings.

Audit-related services		2.6		2.1
Audit-related services include special attest services not directly linked to the financial statements, review of controls and procedures related to regulatory reporting, audits of employee benefit plans and consultation and training on accounting and financial reporting.

Tax services outside of the audit scope		–		–
Tax services outside of the audit scope relate primarily to specified review procedures required by local tax authorities, attestation on tax returns of certain subsidiaries as required by local tax authorities, and review to determine compliance with an agreement with the tax authorities.

Other non-audit services		0.4		0.4
Other non-audit services are primarily for the review and translation of English language financial statements into other languages and other services.
Total		34.6		28.4


4. ADVISORY VOTE ON OUR APPROACH TO EXECUTIVE COMPENSATION You can have a “say on pay” by participating in an advisory vote on our approach to executive compensation. Since 2010, we have held this annual advisory vote to give shareholders the opportunity to provide the board with important feedback. This vote does not diminish the role and responsibility of the board. Last year, the vote was 93.64% for our approach to executive compensation. This strong vote support reflected our enhanced disclosure and extensive engagement strategy throughout 2021, which included an update on our shareholder engagement in 2021 in a letter to our shareholders from our Chair. This engagement approach continues to this day. You can read more about the bank’s approach to stakeholder engagement on page 41, as well as our approach to executive compensation in Section 3 – Executive Compensation. Our executive compensation program supports our goal of delivering strong, consistent and predictable results to shareholders over the longer term. Our practices meet the model policy on “say on pay” for boards of directors developed by the Canadian Coalition for Good Governance (CCGG). You will be asked to vote on the following advisory resolution: Resolved, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation disclosed in this management proxy circular delivered in advance of the 2023 annual meeting of shareholders of the Bank.			The board recommends you vote for our approach to executive compensation

This is an advisory vote, which means the results are not binding on the board. The human capital and compensation committee and the board review the results after the meeting and as they consider future executive compensation decisions. If a significant number of shares are voted against the advisory resolution, the human capital and compensation committee will review our approach to executive compensation in the context of any specific shareholder concerns that have been identified and may make recommendations



5. SHAREHOLDER PROPOSALS This year you will be asked to consider two proposals. You can read the proposals and how and why the board recommends voting in relation to each proposal in Section 5.		The board recommends you vote against the proposals
The deadline for submitting proposals to be considered at next year’s annual meeting is November 9, 2023. Proposals should be sent to the Corporate Secretary of The Bank of Nova Scotia, 40 Temperance Street, Toronto, Ontario, Canada M5H 0B4 or corporate.secretary@scotiabank.com.


You are entitled to one vote per common share held on February 7, 2023, the record date. Shares beneficially owned by the following entities and persons cannot be voted (except in circumstances approved by the Minister of Finance): _• the Government of Canada or any of its agencies _• the government of a province or any of its agencies _• the government of a foreign country or any political subdivision of a foreign country or any of its agencies _• any person who has acquired more than 10% of any class of shares of the bank. Also, if a person, or an entity controlled by a person, beneficially owns shares that in total are more than 20% of the eligible votes that may be cast, that person or entity may not vote any of the shares (unless permitted by the Minister of Finance). Our directors and officers are not aware of any person or entity who beneficially owns, directly or indirectly, or exercises control or direction over, more than 10% of any class of our outstanding shares, as of the record date. HOW TO VOTE You can vote in advance of the annual meeting, during the meeting or you can appoint someone to attend the meeting and vote your shares for you (called voting by proxy). How you vote depends on whether you are a registered or a beneficial shareholder. You are a beneficial shareholder if the shares you own are registered for you in the name of an intermediary such as a securities broker, trustee or financial institution. You are a registered shareholder if the shares you own are registered directly in your name with Computershare. If this is the case, your name will appear on a share certificate or a statement from a direct registration system confirming your shareholdings.		Outstanding common shares 1,191,751,567 on February 1, 2023, the date of this circular 1,191,756,260 on February 7, 2023, the record date



	Beneficial shareholders	Registered shareholders

	Your intermediary has sent you a voting instruction form with this package. We may not have records of your shareholdings as a beneficial shareholder, so you must follow the instructions from your intermediary to vote.	We have sent you a proxy form with this package. A proxy is a document that can authorize someone else to attend the meeting and vote for you.

Voting in advance of the annual meeting	Complete the voting instruction form and return it to your intermediary. Your intermediary may also allow you to do this online or by telephone. You can either mark your voting instructions on the voting instruction form or you can appoint another person (called a proxyholder) to attend the annual meeting and vote your shares for you.	To vote online, follow the instructions on the proxy form. Alternatively, you may complete the paper proxy form and return it to Computershare. You can either mark your voting instructions on the proxy form or you can appoint another person (called a proxyholder) to attend the annual meeting and vote your shares for you.

Voting at the annual meeting	Beneficial shareholders who have not duly appointed themselves as proxyholder will not be able to vote at the meeting in person or online, as applicable, but will be able to participate as a guest. This is because we and Computershare do not have a record of the beneficial shareholders of the bank, and, as a result, will have no knowledge of your shareholdings or entitlement to vote unless you appoint yourself as proxyholder. If you are a beneficial shareholder and wish to vote at the meeting, you MUST appoint yourself as proxyholder by inserting your own name in the space provided on the voting instruction form sent to you and you MUST follow all the applicable instructions, including the deadline, provided by your intermediary. See “Appointment of a third party as proxy” and “How to attend the meeting” below.	Registered shareholders may vote in person or online, as applicable, during the meeting, as further described below under “How to attend the meeting”. Do not complete and return the proxy form in advance.



	Beneficial shareholders	Registered shareholders

Returning the form	The voting instruction form tells you how to return it to your intermediary. Remember that your intermediary must receive your voting instructions in sufficient time to act on them, generally one day before the proxy deadline below. Computershare must receive your voting instructions from your intermediary by no later than the proxy deadline, which is 9 a.m. (Eastern) on March 31, 2023.	The enclosed proxy form tells you how to submit your voting instructions. Computershare must receive your proxy, including any amended proxy, by no later than the proxy deadline which is 9 a.m. (Eastern) on March 31, 2023. You may return your proxy in one of the following ways: _• by mail, in the envelope provided _• using the internet. Go to www.investorvote.com and follow the instructions online.

Changing your vote	If you have provided voting instructions to your intermediary and change your mind about how you want to vote, or you decide to attend and vote at the annual meeting, contact your intermediary to find out what to do. If your intermediary gives you the option of using the internet to provide your voting instructions, you can also use the internet to change your instructions, as long as your intermediary receives the new instructions in enough time to act on them before the proxy deadline. Contact your intermediary to confirm the deadline.	If you want to revoke your proxy, you must deliver a signed written notice specifying your instructions to one of the following: _• our Corporate Secretary, by 5 p.m. (Eastern) on the last business day before the meeting (or any adjourned meeting reconvenes). Deliver to: The Bank of Nova Scotia Executive Offices, 40 Temperance Street, Toronto, Ontario, Canada M5H 0B4 Attention: Julie Walsh, Senior Vice President, Corporate Secretary and Chief Corporate Governance Officer, E-mail: corporate.secretary@scotiabank.com _• Nicola Ray Smith, Regional Senior Vice President, Atlantic Region, by 5 p.m. (Eastern) on the last business day before the meeting (or any adjourned meeting reconvenes). Deliver to: The Bank of Nova Scotia Head Office, 1709 Hollis Street, Halifax, Nova Scotia, Canada B3J 1W1 _• the Chair of the meeting, before the meeting starts or any adjourned meeting reconvenes. You can also revoke your proxy in any other way permitted by law. You can change your voting instructions by voting again using the internet. Your voting instructions must be received by Computershare by the proxy deadline noted above, or by voting at the meeting.


If you attend the annual meeting online, it is important that you are connected to the internet at all times during the meeting in order to vote at the designated times. It is your responsibility to ensure connectivity for the duration of the meeting. You should allow ample time to check into the annual meeting and complete the related procedure. For additional information about attending the meeting online: _• refer to our AGM user guide which will be available at scotiabank.com/annualmeeting _• visit lumiglobal.com/faq, which provides frequently asked questions along with access to a live chat for technical support in the event of difficulties accessing the meeting online _• contact Computershare at 1-877-982-8767 (Toll Free) or (514) 982-7555 (International) for general proxy matters or additional shareholder information and questions. In the event of a technical malfunction or other significant problem that disrupts the live webcast of the meeting, the Chair of the meeting will continue the meeting in person, so long as a quorum of shareholders is represented at the meeting. Although we are planning on also conducting the meeting in-person, the virtual meeting will be used as the sole method of participation in the event that COVID-19 restrictions in place at the time of the meeting prevent us from holding an in-person event.

VOTING AT THE MEETING Registered shareholders and duly appointed proxyholders can vote at the appropriate times during the meeting if they have not done so in advance of the meeting. Please see “Voting at the annual meeting” set out in the chart in the preceding section “How to vote” for details on how to vote at the meeting. Guests in attendance will not be able to vote at the meeting.

SUBMITTING QUESTIONS AT THE MEETING As in years past, the board and senior management will be available for questions from shareholders and duly appointed proxyholders. As part of our ongoing stakeholder engagement, questions may be submitted in advance of the meeting by contacting the Corporate Secretary by e-mail or mail at the contact information provided on the back cover. Questions submitted in advance must be received by 9:00 a.m. (Eastern) on April 3, 2023 to be included in the meeting. Questions may also be asked by shareholders and duly appointed proxyholders at the meeting. It is recommended that shareholders and duly appointed proxyholders attending the meeting online submit their questions as soon as possible during the meeting so they can be addressed at the appropriate time. Shareholders and duly appointed proxyholders attending the meeting in person will also have the opportunity to ask questions. As this is a shareholders’ meeting, only shareholders and duly appointed proxyholders may ask a question during the question period. The board and senior management will answer questions relating to matters to be voted on before a vote is held on each matter, if applicable. General questions will be addressed at the end of the meeting during the question period.



To answer as many questions as possible, shareholders and duly appointed proxyholders are asked to be brief and concise and to address only one topic per question. Questions dealing with similar topics or issues may be grouped, summarized and addressed with one response.
Shareholders who have submitted proposals for the meeting will have the opportunity to present their proposals at the appropriate time during the meeting. The Chair of the meeting reserves the right to refuse questions he deems irrelevant to the business of the meeting or otherwise inappropriate. The Chair has broad authority to conduct the meeting in a manner that is fair to all shareholders and may exercise discretion in the order in which questions are asked and the amount of time devoted to any one question. Any questions that cannot be answered during the meeting and that have been properly put before the annual meeting will be posted online as soon as practical after the meeting and answered at scotiabank.com/annualmeeting.

HOW YOUR PROXYHOLDER WILL VOTE Your proxyholder must vote according to the instructions you provide on your proxy form or voting instruction form. For directors and the appointment of auditors, you may either vote for or withhold. For the advisory resolution on our approach to executive compensation you may vote for or against. For shareholder proposals, you may vote for, against or abstain. If you do not specify how you want to vote, your proxyholder can vote your shares as they wish. Your proxyholder will also decide how to vote on any amendment or variation to any item of business in the notice of meeting or any new matters that are properly brought before the meeting, or any postponement or adjournment.

If you properly complete and return your proxy form or voting instruction form, but do not appoint a different proxyholder, and do not specify how you want to vote, Aaron Regent or Scott Thomson will vote for you as follows: _• *for* the election of the nominated directors to the board _• *for* the appointment of the shareholders’ auditors _• *for* the advisory resolution on our approach to executive compensation _• *against* the shareholder proposals. CONFIDENTIALITY To keep voting confidential, Computershare counts all proxies. Computershare only discusses proxies with us when legally necessary, when a shareholder clearly intends to communicate with management, or when there is a proxy contest. QUORUM A minimum of 25% of all eligible votes must be represented at the meeting for it to take place. VOTING RESULTS We will post the voting results (including details about the percentage of support received for each item of business) on our website and file them with securities regulators after the meeting. RECEIVING SHAREHOLDER MATERIALS BY E-MAIL Shareholders may sign up to receive shareholder materials by e-mail, including this circular, as follows: _• Beneficial owners may go to www.proxyvote.com, use the control number provided on the voting instruction form and click on ‘Delivery Settings’ to enroll _• Registered shareholders who hold share certificates or receive statements from a direct registration system may go to www.investorcentre.com and click on ‘Receive Documents Electronically’ to enroll. QUESTIONS? Please contact Computershare with any questions. See the back cover for their contact information.


Scott B. Bonham Atherton, California, U.S.A. Age 61 \| Director since 2016 Independent 2022 votes for: 98.9% Not eligible for re-election in April 2028	Scott Bonham is a corporate director and the co-founder of Intentional Capital, a privately-held real estate asset management company. From 2000 to 2015, he was co-founder of GGV Capital, an expansion stage venture capital firm with investments in the U.S. and China. Prior to GGV Capital, he served as Vice President of the Capital Group Companies, where he managed technology investments across several mutual funds from 1996 to 2000. Mr. Bonham has a B.Sc. (in electrical engineering) from Queen’s University and an M.B.A. from Harvard Business School.
	KEY SKILLS AND EXPERIENCE
	Accounting and finance \| Capital markets \| Environmental, social and governance (ESG) matters \| Risk management \| Technology

	OVERALL BOARD AND COMMITTEE ATTENDANCE: 22 of 22 / 100%
			Meeting attendance	Committees						Meeting attendance
	Board		12 of 12 / 100%	Audit and conduct review Corporate governance						5 of 5 / 100% 5 of 5 / 100%

	EQUITY OWNERSHIP			Total common shares and DDSUs	Value of DDSUs		Value of common shares and DDSUs			Total value as a multiple of equity ownership target
	Year	Common shares	DDSUs	Total common shares and DDSUs	Value of DDSUs		Value of common shares and DDSUs			Total value as a multiple of equity ownership target
	2022	1,500	26,004	27,504	$1,712,363		$1,811,138			1.9
	2021	1,500	21,260	22,760	$1,725,036		$1,846,746			2.5
	Change	0	4,744	4,744	($12,673	)		($35,608	)

	OTHER PUBLIC COMPANY DIRECTORSHIPS DURING THE PAST FIVE YEARS			Current board committee memberships

	Loblaw Companies Limited (2016 – present)			Audit \| Risk and compliance

	Magna International Inc. (2012 – 2021)			—


Lynn K. Patterson Toronto, Ontario, Canada Age 61 \| Director since 2020 Independent 2022 votes for: 99.6% Not eligible for re-election in April 2033	Lynn Patterson is a corporate director and served as Deputy Governor of the Bank of Canada (“BoC”) from May 2014 until her retirement from the BoC in July 2019. In this capacity, she was one of two deputy governors responsible for overseeing the BoC’s analysis and activities promoting a stable and efficient financial system. Prior to this, Ms. Patterson served as Special Adviser to the Governor and Senior Representative (Financial Markets) at the BoC’s Toronto Regional Office. Previous to her time at the BoC, Ms. Patterson was President and Country Head for Bank of America Merrill Lynch Canada. She is a recipient of the Diamond Jubilee Medal as a builder and innovator in Canada’s investment industry. Ms. Patterson received an honours degree in Business Administration from the University of Western Ontario and is a Chartered Financial Analyst.
	KEY SKILLS AND EXPERIENCE
	Capital markets \| Financial services \| Public policy \| Risk management \| Technology

	OVERALL BOARD AND COMMITTEE ATTENDANCE: 23 of 23 / 100%
			Meeting attendance	Committees			Meeting attendance
	Board		12 of 12 / 100%	Audit and conduct review			5 of 5 / 100%
				Risk			6 of 6 / 100%

	EQUITY OWNERSHIP			Total common shares and DDSUs	Value of DDSUs	Value of common shares and DDSUs	Total value as a multiple of equity ownership target
	Year	Common shares	DDSUs	Total common shares and DDSUs	Value of DDSUs	Value of common shares and DDSUs	Total value as a multiple of equity ownership target
	2022	10,659	7,526	18,185	$495,587	$1,197,482	1.2
	2021	10,659	3,719	14,378	$301,760	$1,166,631	1.6

	Change	0	3,807	3,807	$193,827	$30,851


	OTHER PUBLIC COMPANY DIRECTORSHIPS DURING THE PAST FIVE YEARS			Current board committee memberships

	—			—


Michael D. Penner London, United Kingdom Age 53 \| Director since 2017 Independent 2022 votes for: 98.6% Not eligible for re-election in April 2030	Michael Penner is a corporate director and an Operating Partner of Partners Group AG, a Swiss-based global private equity firm. In this capacity, he serves as the Chairman of Partners Group Canada, as well as several portfolio companies including United States Infrastructure Corporation, Enfragen Renewable Energy, and Careismatic Brands, Inc., a medical apparel company. Mr. Penner was Chairman of the Board of Directors of Hydro-Quebec from 2014 to 2018. He was previously the President and Chief Executive Officer of Peds Legwear prior to selling his company to Gildan Activewear Inc. in August 2016. Mr. Penner was instrumental in establishing the multi-disciplinary “Michael D. Penner Initiative on ESG” at the Universite de Montreal. He has also served on the Board of Directors of ICD Quebec, Les Grands Ballets Canadiens de Montreal and Selwyn House School. Mr. Penner holds a Bachelor of Arts degree from McGill University and a Juris Doctor from Hofstra University in New York.
	KEY SKILLS AND EXPERIENCE
	Environmental, social and governance (ESG) matters \| Human resources and executive compensation \| Public policy \| Retail/consumer \| Risk management

	OVERALL BOARD AND COMMITTEE ATTENDANCE: 22 of 22 / 100%
			Meeting attendance	Committees					Meeting attendance
	Board		12 of 12 / 100%	Audit and conduct review					5 of 5 / 100%
				Corporate governance					5 of 5 / 100%

	EQUITY OWNERSHIP			Total common shares and DDSUs	Value of DDSUs	Value of common shares and DDSUs			Total value as a multiple of equity ownership target
	Year	Common shares	DDSUs	Total common shares and DDSUs	Value of DDSUs	Value of common shares and DDSUs			Total value as a multiple of equity ownership target
	2022	14,091	20,196	34,287	$1,329,907	$2,257,799			2.3
	2021	14,091	15,746	29,837	$1,277,630	$2,420,974			3.3

	Change	0	4,450	4,450	$52,277		($163,175	)


	OTHER PUBLIC COMPANY DIRECTORSHIPS DURING THE PAST FIVE YEARS			Current board committee memberships

	—			—



	Meetings		Attendance

Board		12		99%
Audit and conduct review		5		98%
Corporate governance		5		100%
Human capital and compensation		7		100%
Risk		6		97%

Total number of meetings		35		99%



	Meetings		Attendance

Brian Porter
Board		9 of 10		90%¹

Susan Segal
Board		12 of 12		100%
Audit and conduct review		5 of 5		100%
Risk		6 of 6		100%


Annual board retainers

Chair ($350,000 must be taken in common shares or DDSUs)	$	500,000
All other directors ($195,000 must be taken in common shares or DDSUs)	$	275,000

Annual committee chair retainers	$	50,000


	Retainers						Total fees earned ($)		Portion of total bank director fees received as DDSUs (%)		All other compensation ($)		Total ($)
	Board ($)		Committee Chair ($)		Non-executive Chair ($)		Total fees earned ($)		Portion of total bank director fees received as DDSUs (%)		All other compensation ($)		Total ($)
N. Aufreiter¹		275,000		50,000		–		325,000		100				325,000
G. Babatz²		275,000		50,000		–		325,000		80		197,865		522,865
S. Bonham		275,000		–		–		275,000		100				275,000
D. Callahan		275,000		–		–		275,000		100				275,000
W. Dowrich³		114,583						114,583		100				114,583
L. Patterson		275,000		–		–		275,000		100				275,000
M. Penner		275,000		–		–		275,000		100				275,000
U. Power		275,000		50,000		–		325,000		100				325,000
A. Regent		–		–		500,000		500,000		100				500,000
C. Rovinescu⁴		275,000		5,278		–		280,278		100				280,278
S. Segal⁵		275,000		–		–		275,000		100		217,968		492,968
S. Thomson⁶		275,000		44,722		–		319,722		100				319,722
B. Warmbold		275,000		–		–		275,000		100				275,000
Total		3,139,583		200,000		500,000		3,839,583				415,833		4,255,416


We believe it is important for our directors to have a significant stake in the bank and to align their interests with those of other shareholders. Equity ownership is reviewed on a regular basis. Our director equity ownership requirements are made up of three parts:			We have robust equity holding requirements. All directors meet or exceed the requirement to hold at least 1,000 common shares in the bank. All directors currently exceed our new equity holding requirements except Mr. Callahan and Mr. Dowrich who have until 2026 and 2027 to meet or exceed the requirements, respectively. Effective February 1, 2023, Mr. Thomson has a share ownership requirement of 8x his base salary as CEO and five years to meet this requirement. See page 20 and 75 for more information.
Requirement	Directors	Chair
Required holdings in common shares or DDSUs to be met within five years of joining board and maintained while serving on board	$975,000 (5x equity portion of annual retainer)	$1,750,000 (5x equity portion of annual retainer)
Common share holding requirement to be met within six months of joining board	1,000
Portion of annual board retainer paid in either DDSUs or bank common shares (by participating in the directors’ share purchase plan), even after equity ownership requirements have been met	$195,000	$350,000
All directors currently receive the equity portion of their retainer in DDSUs, which are only redeemable after they leave the board. Directors do not participate in the bank’s pension plans or any other compensation plans. We do not grant stock options to directors. Director prohibitions against monetizing or hedging Directors are not allowed to monetize or hedge their economic interest in Scotiabank securities. DDSUs are not transferable, and the use of short sales, calls or puts on the bank’s securities is prohibited under the Bank Act.


Good governance is not about checking a box. It’s about effective structures, a purpose-driven mandate, diverse viewpoints and a culture of continuous improvement. These qualities are what enable Scotiabank to cultivate deep insights into how the world, our financial markets and our bank work so that oversight is agile, transparent and forward-looking. This section discusses how governance works at Scotiabank, our board and its priorities, and what you can expect from our directors.	WHERE TO FIND IT
	Director compensation	22
	Director equity ownership	24
	Structure of the board	28
	Board priorities	29
	ESG oversight	42
	Board composition, development and assessment	47

	Committee reports	56


Board Committees’ Oversight of Risk

Audit and conduct review committee _• provides oversight on the effectiveness of the bank’s system of internal controls _• oversees the integrity of the bank’s consolidated financial statements and quarterly results _• oversees our climate-related disclosure as part of our financial reporting of ESG matters _• responsible for conduct review, risk culture, conduct risk and monitoring our ethical standards _• responsible for consumer protection _• oversees the external auditor’s qualifications, independence and performance, and the finance, compliance and audit functions		Human capital and compensation committee _• in conjunction with the risk committee, satisfies itself that adequate procedures are in place to identify, assess and manage the risks associated with the bank’s human capital including material compensation programs (including conduct risk) and that such procedures are consistent with the bank’s risk management programs _• oversees leadership, succession planning, total rewards and human capital and compensation strategies relating to diversity, equity and inclusion, employee health, safety and well-being and other ESG policies and practices _• supported by the management compensation review committee, which reviews the compensation of employees that have a material impact on risk

Corporate governance committee _• acts in an advisory capacity to the board to enhance the bank’s corporate governance through a continuing assessment of the bank’s approach to corporate governance and makes policy recommendations in support of the bank’s purpose, culture and strategy _• responsible for the board succession plan and the bank’s approach to stakeholder engagement _• reviews the bank’s ESG strategy, priorities and reporting		Risk committee _• identifies and monitors key financial and non-financial risks _• reviews and approves the bank’s key risk management policies, frameworks and limits, and the bank’s risk exposure, satisfying itself that management is operating within the bank’s enterprise risk appetite framework _• oversees the bank’s ESG risks, including climate change risks as well as technology, cyber-security and related risks _• oversees the risk management and anti-money laundering/anti-terrorist finance functions



	# of women in senior leadership roles (VP+) globally		%			2025 diversity, equity and inclusion goal			progress in achieving target
Fiscal 2022		268		38.2	%		40	%		8 pp increase in the past seven years


	# of women executive officers/executive officers		%

Fiscal 2022		9/30		30%

Fiscal 2021		9/31		29%


Board of Directors		The Chair and other independent directors meet with our stakeholders, including institutional and retail shareholders, investor advocacy groups, regulators, customers, employees, rating agencies and the broader community. The board reviews and assesses the input received from our stakeholders in considering their independent oversight of management and the bank’s long-term strategy. Shareholders can engage with the Chair or any of our independent directors by writing to the Corporate Secretary or the Chair. Please see the back cover for contact details.

Management		The President and CEO, the Chief Financial Officer, the Group Heads, the Senior Vice President, Investor Relations and other officers meet regularly with investment analysts and institutional investors, in Canada and internationally, through a variety of forums including direct meetings, virtual meetings and conferences. Management also communicates with shareholders through the bank’s annual and quarterly reports, management proxy circular, annual information form, annual ESG report, Net-Zero Pathways Report, news releases and our website. Questions from the media related to financial matters are referred to Investor Relations while other enquiries from the media and the general public are usually referred to our Global Communications department. Customer complaints are handled by individual branches and the Escalated Customer Concerns Office. Please see the back cover for contact details.

Investor Relations		We hold quarterly conference calls with analysts and investors after we release our financial results. Anyone can attend these presentations by telephone or over the internet. These discussions are recorded and are available on our website for three months following the call. As shareholders are inquiring more often about our ESG initiatives and commitments, Investor Relations also collaborates with the Corporate Secretary and the Sustainability team to address these matters. We also live webcast our annual meeting and archive it on our website until the next meeting. Shareholders can also access additional information on the bank, including information on dividends, through our Investor Relations webpage and comprehensive information about our ESG initiatives through our Responsibility & Impact webpage.



Governance Body	Summary of ESG Responsibilities	2022 ESG-Related Activities

Board of directors	_• oversees the bank’s purpose and reviews reports on how the bank executes, and acts in accordance with, its purpose _• ensures that there is an ongoing, appropriate and effective process in place for ensuring adherence to the Scotiabank Code of Conduct _• oversees the bank’s ESG strategy, monitors management’s execution against this strategy and, through the board committees, reviews the related impacts, risks, initiatives and reporting _• approves and oversees the implementation of the bank’s overall risk strategy, including the bank’s Enterprise Risk Appetite Framework _• oversees the promotion and maintenance of a strong risk culture and risk driven values throughout the bank _• oversees that processes are in place to identify the significant financial and non-financial risks and reviews and approves significant risk management frameworks and policies and ensures the implementation of appropriate processes by management to manage those risks, including ESG risks	_• approved this circular, including disclosure on the bank’s governance practices and the bank’s responses to shareholder proposals on ESG matters _• approved updates to the bank’s corporate governance policies, board mandate and each of the committee charters to address good governance practices and ESG oversight _• updated the board diversity policy _• received regular ESG updates on the bank’s ESG priorities, disclosures, highlights and landscape, along with the bank’s social impact program, climate and net-zero commitments and diversity, equity and inclusion strategy _• reviewed the bank’s ESG Report, Public Accountability Statement, Net-Zero Pathways Report and ScotiaRISE Impact Report _• approved the Scotiabank Code of Conduct _• approved the Scotiabank 2021 Enterprise Statement on Modern Slavery _• approved the bank’s Environmental Risk Summary Framework _• oversaw the bank’s strategic planning sessions, including the ESG strategy _• reviewed the bank’s risk culture survey results _• oversaw the bank’s stakeholder engagement program _• attended an allyship session For further board highlights from 2022, please see page 26.

Audit and conduct review committee	_• assists the board in fulfilling its oversight responsibilities for the system of internal control, including internal control over financial reporting and disclosure controls and procedures _• reviews ESG disclosure, including climate-related disclosure, to be included in financial reporting as required by regulators or that may be required by law _• reviews matters as they relate to the enterprise conduct, risk culture and ethics program, including anti-bribery and anti-corruption matters _• reviews and recommends for board approval any material changes to the Scotiabank Code of Conduct _• monitors the bank’s exposure to material risks relating to conduct, risk culture and anti-bribery and anti-corruption matters _• reviews and approves the Risk Culture & Conduct Risk Management Summary Framework _• performs duties to comply with consumer protection provisions of the Bank Act	_• supported the bank on ESG disclosure, including climate-related disclosure, to be included in financial reporting _• received education on regulatory updates and developments affecting ESG disclosure _• oversaw the bank’s risk culture and ethics programs, including anti-bribery and anti-corruption matters _• recommended for approval the bank’s code of conduct and Whistleblower Policy _• continued to evolve its oversight of conduct reviews and risk management relating to conduct, risk culture and anti-bribery and anti-corruption matters through regular reviews of reports on customers, employees and market conduct _• monitored the impact of ESG matters, including climate-related disclosure _• serves as the bank’s consumer protection committee, updated the committee charter to include the mandate and duties of such consumer protection committee, approved a consumer protection complaints mandate and recommended consumer protection procedures for board approval To review the audit and conduct review committee report, please see page 56.

Corporate governance committee	_• acts in an advisory capacity through a continuing assessment of the bank’s approach to corporate governance and makes policy recommendations in support of the bank’s purpose, culture and strategy _• monitors the effectiveness of the board’s diversity policy, including its progress in achieving its aspirational goals _• supports the board in its oversight of the bank’s purpose and reviews the bank’s disclosure on, execution of, and alignment with, its purpose _• reviews the bank’s ESG strategy, priorities and reporting, including reports on the bank’s environmental and social performance (specifically, the bank’s ESG Report and Public	_• oversaw the bank’s 2022 hybrid annual general meeting, allowing shareholders to participate and vote at the meeting whether attending virtually or in person _• recommended updating the board diversity policy to update the diversity criteria _• reviewed the bank’s ESG strategy, priorities and reporting, including the ESG Report and Public Accountability Statement, and international trends in this area _• recommended that the bank’s purpose be included in the bank’s corporate governance policies _• received updates on the bank’s ESG initiatives, including a report on the bank’s sustainability and social impact highlights, including key ESG trends, highlights of the bank’s activities


_• released our Sustainable Bonds report, covering the green and social use of proceeds for our Sustainable Bond issuances, including Scotiabank’s US$1 billion 3-year Sustainability Bond _• mobilized $96 billion (as of November 2022) to address the impacts of climate change out of our expanded $350 billion target by 2030 _• secured a long-term Power Purchase Agreement for solar energy in Alberta to progress towards our goal of 100% non-emitting energy in Canada by 2025 _• committed to providing $25 million in community investment by 2030 to support non-profit and charitable partnerships that enable climate-related systems change and sector decarbonization, including $10 million towards our Net Zero Research Fund. The bank has funded 21 projects to date that advance research and leadership in support of global decarbonization efforts in North and Latin America _• achieved a 25% reduction of Scope 1 and 2 GHG emissions (from 2016 levels) four years ahead of our 2025 target and the bank is progressing towards securing 100% electricity from non-emitting sources across our global operations by 2030 _• participated as a member of the United-Nations-convened Net-Zero Banking Alliance (NZBA) and the Partnership for Carbon Accounting Financials (PCAF) _• enhanced integration of climate risk assessments in our lending, financing and investing activities with established standardized processes for performing climate change risk assessments, which are embedded in internal tracking systems at the borrower-level, which assessments include physical, transition and management’s awareness of climate risk and for which related training is provided for banking and credit officers		The 2022 ESG Report will provide an update on the bank’s net-zero activities, building on Net-Zero Pathways Report, which established bank-wide, quantitative, time-bound targets for reducing greenhouse gas (GHG) emissions associated with both our financing activities and our own operations to achieve net-zero emissions by 2050.
Social

_• increased our Scotiabank Women Initiative^™ commitment to deploy $10 billion by 2025, and, to date, deployed $5.6 billion in capital to women-owned and women-led businesses in Canada, and expanded internationally to Chile, Costa Rica and Jamaica _• contributed $91 million in 2022 to communities through donations, community sponsorships, employee volunteering and other community investments _• committed over $1 million in Ukrainian aid to support humanitarian and resettlement efforts _• supported Black-Led businesses with a new financing program committed to providing $100 million in capital _• supported urgent relief efforts in Eastern Canada with a donation to the Canadian Red Cross following Hurricane Fiona


_• updated the bank’s diversity, equity and inclusion objectives and targets to enhance diversity across all levels of our workforce, including a new goal to increase representation in Canada of employees who identify as lesbian, gay, bisexual or another diverse sexual orientation to 7% or more by 2025 _• named one of the Best Places to Work for LGBTQ+ Equality by the Human Rights Campaign Foundation, achieving 100% on its most recent Corporate Equality Index _• included in Bloomberg’s Gender-Equality Index for our commitment to transparency in gender reporting and workforce gender equality and in Refinitiv’s global list of the Top 50 Most Diverse and Inclusive Companies, both for the fifth consecutive year _• recognized as one of the Best Workplaces in Canada by the Great Place to Work Institute for the third year in a row and earned this recognition across our global footprint, including in Trinidad & Tobago, Colombia, Dominican Republic, Uruguay, and Panama _• committed with Jarislowsky Fraser Limited $1 million to the Montreal Museum of Fine Art over three years to create a Curator of Indigenous Art position at the museum _• became a member of the Inclusive Workplace & Supply Council of Canada (IWSCC) to strengthen procurement ties with businesses owned by veterans and persons with disabilities and to advance supplier diversity _• hosted workshops with teams from across the bank to build awareness of the UN Guiding Principles on Business and Human Rights (UNGPs) and support teams to embed these principles into their business areas _• launched the flagship soccer platform, Scotiabank Futbol Club in Canada providing opportunities for youth development through sport _• strengthened seniors’ financial literacy with new Let’s Talk Money initiative in partnership with The Canadian Foundation for Economic Education _• ScotiaRISE and Pathways to Education announced a $900,000 partnership to help newcomer youth living in low-income communities stay in school and the bank announced a donation of $900,000 to Habitat for Humanity Canada’s Every Youth Initiative, a national program that provides work experience for youth _• the bank and YMCA announced a $2.15 million partnership to help increase school graduation among vulnerable youth. Scotiabank also partnered with YWCA NWT to help women and families in the Northwest Territories find long-lasting employment		The ScotiaRISE Impact Report, highlights the first year results from our 10-year $500 million, community investment commitment. Scotiabank welcomed approximately 200 ScotiaRISE community partners to the first ScotiaRISE Summit focused on measuring outcomes in community investment. Since the launch of ScotiaRISE, we have invested $60 million in communities across our footprint.









Governance
_• recognized for Outstanding Global Leadership in Sustainability Transparency for a second time, among six awards received from the 2022 Global Finance Sustainable Finance Awards _• named Best Bank in Canada and North America’s Best Bank for Sustainable Finance at the 2022 Euromoney Awards for Excellence _• scored in the top 5% of participating financial institutions from around the world according to the S&P Global Corporate Sustainability Assessment, which is used to determine inclusion in the Dow Jones Sustainability Index (DJSI). Scotiabank has been included in the DJSI North America since 2018 _• awarded Best Corporate Sustainability Strategy at the ESG Investing Awards 2022, the world’s leading awards celebrating excellence in ESG research, ratings, funds and products _• launched Ethics Assistant to further enhance the bank’s investments in data and analytics related to new AI and machine learning projects to derive customer insights that are more accurate, personalized, and free of bias and published our Data Ethics Principles _• enhanced our enterprise-wide Risk Management Framework, expanding our principal risk definition from environmental risk to ESG risk and established am ESG performance metric as a risk appetite metric _• appointed the bank’s first Head of Inclusion and Resilience Economics with a mandate to provide thought leadership on how inclusive economic growth can drive stronger, more durable, and more adaptable economies _• became the first Canadian bank to join the Financial Taskforce of United for Wildlife. Scotiabank is participating in the taskforce to curb the illegal wildlife trade and prevent illegal financial transactions		To ensure robust climate-related governance and transparency in our reporting, a bank-wide, multi-disciplinary team of executives makes up Scotiabank’s Corporate ESG Committee. Their expertise and influence on ESG matters enable them to champion the integration of ESG priorities into the bank’s business activities and operations.




Several members of the board count ‘environmental, social and governance matters’ as one of the key areas of experience they bring to the board, given their experience in sustainability matters and ESG issues, principles and practices in complex organizations, as well as their strong track record of community involvement, from charitable organizations to advisory committees driving standards for climate change reporting.		More information about our ESG priorities and performance can be found at scotiabank.com/sustainability.


Having an independent board is one of the ways we make sure the board operates independently of management and makes decisions in the best interests of Scotiabank. Our independence standards comply with the Bank Act Affiliated Persons Regulations, the CSA rules and the NYSE corporate governance rules. We also have additional requirements for our audit and conduct review and human capital and compensation committees. Our director independence standards can be found in the corporate governance section of our website. We consider a director to be independent if they do not have a direct or indirect material relationship with Scotiabank (or subsidiaries of Scotiabank), our auditors or our executives, and have a robust three-step process for assessing independence: 1. directors complete a detailed questionnaire 2. the board reviews directors against the standards, considering all relevant facts and circumstances, including the relationship the director may have with us – and any relationship that their spouses, children, principal business affiliations and any other relevant individuals have with the bank 3. directors declare any material interest in matters that may come before the board.		Eleven of our 12 (92%) directors are independent. Scott Thomson is the only non-independent director because of his position as President and CEO.



Diverse
Our board is composed of qualified professionals who have the requisite financial acumen and risk management experience to fulfill the board’s mandate, staff its four committees and supervise management. Our current directors have a broad range of skills and experience that we have highlighted in the director profiles and skills matrix starting on page 14. Each director is financially literate.		Four of the 12 (33.3%) directors are women.


The corporate governance committee regularly reviews board succession with a view to having a board and committees with the right skills, qualifications, perspectives and tenure. The committee looks for the most qualified candidates and we believe the best boards include a diverse mix of experience, expertise, perspectives, gender, gender identity or gender expression, age, sexual orientation, ethnicity, geographic background, and personal characteristics, along with membership within designated groups¹, including women, People of Colour, Indigenous peoples, and persons with disabilities, as described in our board diversity policy. Our board recognises the importance of having diverse representation among its members that reflects our customers, shareholders, employees and the communities in which we operate and that it must continually strive to enhance this representation among its members. The corporate governance committee ensures that diverse candidates are included in the pool of candidates considered for any board position and may engage qualified independent external advisors to assist with identifying candidates who possess the board’s skills prerequisites and also enhance board diversity.		Six of the 12 (50%) directors identify as women, People of Colour, Indigenous peoples or persons with disabilities.


Our board remains committed to increasing representation of other designated groups on the board beyond women. However, this is not a new priority of our board. Over the past 10 years, People of Colour have represented at least 8% and up to 21% of our directors standing for election each year. This year, we have two director nominees who identify as People of Colour and no director nominees who identify as Indigenous peoples or persons with disabilities. We do not currently have measurable objectives related to these three designated groups given the small size of the board and the need to address regulatory requirements, including residency requirements applicable to directors of Canadian financial institutions and appropriate representation of financial industry and risk management expertise on the board and its committees. The corporate governance committee considers the effectiveness of the diversity policy on an ongoing basis, including its progress in achieving its aspirational goals, as part of its continuing assessment of current board composition, potential director candidates, and more formally on an annual basis as part of its review of our corporate governance policies. The effectiveness of this policy is also considered as part of our annual board assessment process. We have also channeled practices from our board and applied those across our footprint, so that we can have a meaningful impact in other markets, developing pipelines in our own organization and in our subsidiaries and the communities we operate in throughout our footprint. This includes extending a diversity lens to our subsidiary boards as discussed further under the subsidiary governance section of the circular. Among our Canadian subsidiaries, women’s representation is 63% on the Tangerine Bank board of directors, which was also the first major Canadian financial institution to have a woman President and CEO and 43% on the Scotia Capital board of directors. We have strong gender diversity at many of our large subsidiary boards with 33% women representation in both Ireland and the U.S.; 38% in Colombia; 43% in the United Kingdom; 55% in Jamaica; and 58% in Trinidad and Tobago. This approach can have a big impact, setting an example and raising the bar in jurisdictions where diversity on boards may not be a requirement or may be less further along.										Two of the four board committees are chaired by women and a third is chaired by a Person of Colour.