Bank Of Nova Scotia · TSX:BNS
Bank Of Nova Scotia — Shareholder Meeting (March 2023)
15 slides from Bank Of Nova Scotia's shareholder meeting presentation, Mar 3, 2023
Slide 1: Annual Meeting of Shareholders – Management Proxy Circular
ANNUAL MEETING OF SHAREHOLDERS April 4, 2023 MANAGEMENT PROXY CIRCULAR YOUR VOTE IS IMPORTANT Please take some time to read this management proxy circular for important information about the business of the meeting and to learn more about Scotiabank scotiabank.com/annualmeeting Table of Contents
Slide 2: Tenure and Term Limits
TENURE AND TERM LIMITS Balancing the combination of longer serving directors with newer directors allows the board to have the insight of experience while also being exposed to fresh perspectives. Our average board tenure is 5.4 years (you can read more about tenure and term limits on page 50). 1 Th
Slide 3: We Are a Corporate Governance Leader
Management proxy circular Table of Contents WE ARE A CORPORATE GOVERNANCE LEADER Scotiabank is committed to strong corporate governance practices and has a history of being at the forefront of leading practices. The corporate governance committee reviews our corporate governance approach every year
Slide 4: 2022 highlights
2022 highlights Scotiabank was again recognized by the Dow Jones Sustainability Index as being in the top 1% of global financial institutions in terms of corporate governance practices. The board: • executed on its CEO succession plan by appointing Scott Thomson as the new CEO effective February 1,
Slide 5: Mr. Porter's total realized and realizable pay
Mr. Porter’s total cumulative realized and realizable pay fluctuates year-over-year. The table shows the total change in value since 2018, and reflects base salary and annual cash incentive awarded, and change in value of outstanding PSUs and unexercised stock options. The total realized and realiza
Slide 6: Reinforcing Accountability
Scotiabank Table of Contents REINFORCING ACCOUNTABILITY by clearly aligning compensation with individual and corporate performance Most of what we pay our executives is awarded as variable compensation tied to short-, medium- and long-term performance and is not guaranteed. We set performance ranges
Slide 7: Share ownership requirements
Share ownership requirements We require our executives to hold equity in the bank to make sure their interests are aligned with those of shareholders. Share ownership requirements vary by level, and our most senior executives must maintain their ownership for a period of time after they retire. Firs
Slide 8: Ensuring Prudent Compensation Risk Management
Bank of Montreal ✓ ✓ Canadian Imperial Bank of Commerce ✓ ✓ Royal Bank of Canada ✓ ✓ TD Bank ✓ ✓ National Bank ✓ ✓ Manulife Financial ✓ Sun Life Financial ✓ Great-West Lifeco ✓ 1. Where available, revenue and net income figures exclude one-time items and other items of note, as disclosed by the resp
Slide 9: About the Human Capital and Compensation Committee
ABOUT THE HUMAN CAPITAL AND COMPENSATION COMMITTEE As of October 31, 2022, the committee has five independent directors and average committee tenure of 6.1 years. None of the members has ever been a Scotiabank executive. All committee members bring extensive experience, acquired through their manage
Slide 10: How we fund awards
Set at the beginning of the year Varies by job level, local market and role A combination of the business performance factor and an individual performance factor (the ratio is 60:40 for the President and CEO and 50:50 for other named executives) based on the executive’s performance against strategic
Slide 11: How we calculate the performance factor for the mid-term incentive
How we calculate the performance factor for the mid-term incentive The performance factor determines the number of units that will vest at the end of the three-year period. It ranges from 0 to 125. There is no minimum guaranteed level of vesting in our PSU plan. The board reviews the performance fac
Slide 12: Target
50 Target let income attributable to common 83 shareholders (NIACS), $ millions Operating leverage (%) -32 I 6.8 Customer 50 8 Score
Slide 13: Rajagopal Viswanathan, Group Head and Chief Financial Officer
Management proxy circular EXECUTIVE COMPENSATION Table of Contents RAJAGOPAL VISWANATHAN, GROUP HEAD AND CHIEF FINANCIAL OFFICER
Slide 14: Our performance comparator group and cost of management
Our performance comparator group includes Bank of Montreal, Canadian Imperial Bank of Commerce, Royal Bank of Canada, TD Bank, and National Bank. Total compensation includes base salary, the annual cash incentive plus the grant value of regular PSU and stock option awards for the top five named exec
Slide 15: Our awards
Our awards At Scotiabank, we are proud of the recognition we receive every year as a leading bank, an employer of choice and a corporate citizen dedicated to our core purpose - ensuring the success of our customers, their families and their communities for every future. BANKING IN THE COMMUNITY AWAR
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