Board of Directors Mandate

The Board of Directors (the "Board") of Scotiabank Trinidad and Tobago Limited (the "Bank") has the responsibilities and duties as outlined below:

1. To assume responsibility for the stewardship of the Bank.

2. To supervise the management of the business and affairs of the Bank

3. To perform such duties and approve certain matters as may be required by:

 the Financial Institutions Act and the Securities Act, and the regulations thereunder;

 the Central Bank of Trinidad and Tobago (“CBTT”);

 the Bank’s constating documents; 

 other relevant statutes and regulations.

4. To develop the Bank's approach to corporate governance and its corporate governance principles and guidelines. 

5. On the recommendation of the Corporate Governance and Human Resources Advisory Committee, to appoint directors or recommend nominees for election to the Board at the Annual Meeting of shareholders, in accordance with the Subsidiary Governance Policy. 

6. From its membership, to appoint a Chairman of the Board.

7. As necessary or as required, to establish committees of the Board, delegate the appropriate responsibilities to those said committees, approve their charters, and appoint the Chairs for committees of the Board and as part of this process, review the structure and composition of the Board committees (generally) to ensure that they provide sufficient oversight. 

8. To establish expectations and responsibilities of directors, including attendance at, preparation for, and participation in Board and committee meetings. 

9. To conduct and act upon annual assessments and evaluations of the board, committees of the Board and individual directors.

10. With reference to market practice, to set the compensation for external, independent directors. 

11. To approve the Bank’s policies and procedures for addressing conflicts of interest.

12. To ensure that there is an ongoing, appropriate and effective process in place for ensuring adherence to the Scotiabank Code of Conduct. 

13. To consider reports from management on material developments in the Bank’s relationship with the CBTT, meet with the CBTT to discuss the CBTT’s supervisory results (unless the CBTT directs that it shall meet with the Audit Committee), follow up on regulatory findings and the Bank’s action plans in response thereto, and notify the CBTT of substantive issues affecting the Bank where senior management has not otherwise notified the CBTT.

Oversight of Strategic Management and Financial Information

14. To review and approve the Bank’s Profit and Capital Plans on an annual basis, and review performance against the approved plans

15. To oversee the Bank's strategic direction, organizational structure and succession planning of executive management (including appointing, training and monitoring executive management).

16. To adopt a strategic planning process and approve: on an annual basis, the Bank’s business strategy and its business plans, which takes into account, among other things, the opportunities and risks of the business and the strategic plan adopted by The Bank of Nova Scotia and other significant strategic initiatives presented by management.

17. To oversee the implementation of the Bank’s strategic plans and review reports from management on the Bank’s actual operating and financial results in light of the Bank’s approved business objectives, strategy, plans and risk framework.

18. To review and approve all material transactions. 

19. To review and approve the Bank’s Capital Management Policy, taking into account risks assumed and ensuring that appropriate capital management strategies are in place, and monitor performance against the approved plans.

20. To review and approve capital transactions including the issue of shares. 

21. To review the performance of the Bank on a consolidated basis and approve all annual and quarterly financial statements and other public disclosure documents that require Board approval, and the declaration of dividends.

Risk Management and Internal Controls

22. To approve and oversee the implementation of the Bank’s overall risk strategy, including the Bank’s Risk Appetite Framework.

23. To oversee the promotion and maintenance of a sound risk-aware culture and risk aware driven values throughout the Bank. 

24. To oversee that processes are in place to identify the financial and non-financial risks and review and approve significant risk management policies and/or frameworks and ensure implementation of appropriate processes by management to manage these risks. 

25. To perform such duties, approve certain matters and review reports as may be required under key Bank policies approved by the Board.

26. To ensure that the Board receives from senior management the information and input required to enable the Board to effectively perform its duties. 

27. To oversee the integrity and effectiveness of the Bank’s internal controls and management information systems including oversight of the internal auditor. 

28. To oversee that any identified material control deficiencies are escalated and investigated, in accordance with the Subsidiary Governance Policy. 

Oversight of Management

29. To the extent feasible, satisfy itself as to the integrity of the Managing Director/ Chief Executive Officer and other senior officers and that the Managing Director/ Chief Executive Officer and other senior officers create a culture of integrity, including a strong risk culture, throughout the organization.

30. To oversee that appropriate compensation and succession planning frameworks are in place that include monitoring of executive management to ensure that they are qualified, competent and compensated in a manner that is consistent with appropriate prudential incentives. 

31. To advise and counsel the Managing Director/Chief Executive Officer.

32. To oversee the Bank’s control functions, having regard to their effectiveness. 

33. To establish appropriate structures and procedures to enable the Board to function independently of management.

General

34. To adopt a communications policy for the Bank.

35. To review the Bank’s compliance with applicable laws, regulations and guidelines. 

36. To review and approve this Mandate annually and oversee that processes are in place to permit compliance with its provisions. 

37. To seek advice and counsel from The Bank of Nova Scotia in the performance of the Mandate prescribed above.