Chairperson's Mandate

The Board Chair is appointed by the Board of Directors of Scotiabank Trinidad and Tobago Limited (the “Board”) to lead the Board to fulfill its duties effectively, efficiently, and independent of Management. The Board Chair acts in an advisory capacity to the Managing Director and to other officers in all matters concerning the interests of the Board and relationships between Management and the Board. The role of Board Chair is separate from the role of Managing Director as the same individual does not exercise both roles. As a matter of best practice, the Board Chair shall be independent.

Responsibilities

Board Management

The non-executive Chair of the Board:

  • Chairs the Board and shareholders’ meeting and facilitates a candid and full discussion of all key matters that come before the Board;
  • Facilitates open communication among Directors, collaboration, and appropriate debate in the Board’s decision-making process;
  • Ensures the Board committee meetings are conducted in an efficient, focused, and effective manner, and sees that committee matters are reported to the Board;
  • Plans and organizes the activities of the Board in consultation with the Managing Director and Corporate Secretary, including:
    • the agendas for the Board meetings;
    • the quality, quantity and timeliness of the information that goes to the Board;
    • the formation of committees and the integration of their activity with the work of the Board;
    • In consultation with the Chair of the Governance Committee, complete an assessment of the Board’s effectiveness and implementation of improvements as necessary; To this end the Chair may conduct peer reviews through a process involving meeting with each Director individually. These peer reviews (if any) will be conducted to coincide with the formal survey of Board effectiveness, and the results of this assessment process shall be submitted to the full Board and to the Corporate Governance Office at The Bank of Nova Scotia
    • In consultation with the Chair of the Governance Committee, supervising the development of the Board, including Director recruitment and orientation, evaluation and compensation including leading the development of and monitoring of the effective implementation of policies and procedures for the induction, training and professional development, and continuing education of the Board; and
    • the ongoing formal and informal communication with and among Directors.
  • Chairs the in camera or independent sessions of the non-executive directors of any Board meeting to ensure that independent and non-executive Directors have adequate opportunities to meet to discuss issues without Management present, calls and conducts additional in camera sessions where appropriate, and provides feedback to the Managing Director on these sessions, ensuring that the Managing Director is aware of any concerns of the Board.
  • Sets the ethical tone of the Board and, in consultation with the Chairperson of the Governance Committee and the Corporate Secretary, manages directors’ conflicts of interest; and has responsibility for overseeing the development of the Company’s culture by the Board as a whole;
  • Ensures the Board has adequate resources, especially by way of full, timely and relevant information to support its decision-making requirements and that decisions made by the Board are executed;
  • Ensures a process is in place to monitor legislation and best practices which relate to the Bank’s approach to corporate governance and the responsibilities of the Board to assess the effectiveness of the Board overall, its committees and individual directors on a regular basis;
  • Together with the Corporate Governance Committee, is responsible for:
    • providing input on Board committee composition matters;
    • Providing input, as required, on succession plans for the position of Board Chair, committee chairs and the Board as a whole;
    • With the Chairperson of the Governance Committee, inviting Board approved candidates to join the Board, as approved by the Bank’s shareholders;
  • Ensures delegated committee functions are carried out and reported to the Board;
  • Ensures a process is in place to monitor the progress of the Board in addressing issues identified in the self-assessments of the members of the Board and the Board as a whole;
  • Ensures issues raised by the Board are appropriately addressed and reported to the Board;
  • May chair a Board committee if requested;
  • May attend as required as a non-voting member, all meetings of the Board’s committees;

Dealings with the Managing Director and Management

  • Participates in meetings of the Corporate Governance and Human Resources Committee in establishing the performance goals of the Managing Director with a view to the Bank’s goals and long-term strategy;
  • With the Chair of the Corporate Governance and Human Resources Committee, oversees the Board’s annual performance assessment of the Managing Director and Senior Officers, and communicates the results of the assessment to the Managing Director;
  • In conjunction with the Managing Director, facilitates effective communication between Directors and Management;
  • Provides feedback to, and acts as a resource for, the Managing Director on major strategy issues, handling of major business issues or opportunities and matters of corporate governance;
  • Carries out special assignments at the request of the Managing Director or the Board;
  • Has unrestricted access to management and all employees;

Stakeholder Engagement – including Shareholders and Regulators

  • Chairs all shareholders’ meetings, as appropriate;
  • Meets with representatives of the Bank’ s regulators, as required;
  • Is responsible for ensuring that the Bank’s regulators are notified of substantive issues affecting the Bank that Senior Management have not otherwise communicated to the regulator;
  • Fosters direct and on-going dialogue with regulators;
  • In conjunction with Management and other Directors as appropriate, responds to stakeholder concerns regarding matters relating to the Board including governance issues and, in this regard, may meet with shareholders and stakeholder groups where appropriate; and
  • Provides guidance to the Board to ensure consideration of interests of various stakeholders of the Bank.

Review Period

This document shall be reviewed by the Board biennially. Changes, if any, shall be adopted by resolution of the Board.