Bank of Nova Scotia : Corporate Governance Policies (275 KB)

THE BANK OF NOVA SCOTIA

Corporate Governance Policies

November 2025

Introduction

“Corporate governance” refers to the oversight mechanisms and the way in which The Bank of Nova Scotia (the “Bank”) is governed. The Board of Directors of the Bank (the “Board”) is elected by shareholders to supervise the management of the Bank’s business and affairs with a view to enhancing long-term shareholder value. Corporate governance encompasses our processes and policies, how decisions are made and how the Bank deals with the various interests of, and relationships with, our many stakeholders, including shareholders, clients, employees, regulators and the broader community.

As a global and publicly traded financial institution, the Bank recognizes the need to adhere to best practices in corporate governance. Sound corporate governance policies and practices are important to the creation of shareholder value and maintaining the confidence of clients and investors alike. The Bank’s practices are consistent with the Bank Act (Canada) (the “Bank Act”) requirements, OSFI’s Guideline on Corporate Governance, the Canadian Securities Administrators’ (“CSA”) Corporate Governance Guidelines, Toronto Stock Exchange (“TSX”) requirements as well as CSA and SEC rules applicable to audit committees. Although the Bank is not required to comply with most of the corporate governance listing standards of the New York Stock Exchange (the “NYSE Rules”), the Bank meets or exceeds the NYSE Rules in all significant respects except as set out in the Bank’s Disclosure Required by NYSE Listed Company Manual as available on the Bank’s website.

The Bank’s Corporate Governance Policies (the “Policies”) are designed to ensure the independence of the Board and its ability to effectively supervise management’s operation of the Bank. The Policies are reviewed on an annual basis in the context of changing regulation and emerging best practices with a view to enhancing the Bank’s governance.

The Board of Directors

The Board’s primary responsibility is to supervise the management of the Bank’s business and affairs. The Board’s responsibility is one of stewardship. Senior management is accountable for implementing the Board’s decisions and responsible for directing the Bank’s operations. The Board must provide effective governance over the Bank’s affairs. In doing so it must strive to balance the interests of the Bank’s diverse constituencies around the world, including its shareholders, clients, employees, regulators, and the communities in which it operates. In all actions taken by the Board, the Directors are expected to exercise independent business judgment in what they reasonably believe to be in the best interests of the Bank. In discharging that obligation, Directors may exercise discretion in the execution of their responsibilities as they deem appropriate, subject to the constraints imposed by law, and they may rely on the honesty and integrity of the Bank’s senior management, its outside advisors, and auditors.

Board Size

The Board has the authority under the Bank’s by-laws to fix the number of Directors, which should be in the range of 12 to 18, with the flexibility to increase the number of members in order to accommodate an outstanding candidate or the Board’s changing needs or circumstances. Candidates for the Board shall be selected by the Corporate Governance Committee, and recommended to the Board for approval, in accordance with guidelines approved by the Board, taking into consideration the overall composition and diversity of the Board and the areas of expertise that new Directors can offer.

Term Limits

The Bank’s shareholders elect Directors at the annual meeting each year. Between meetings the Board may appoint additional members. Term limits set out the maximum period of time that directors can stand for re-election and do not provide guaranteed tenure. The Board believes that its term limits provide an appropriate balance between experience and fresh perspectives. The Board’s term limits, combined with director independence assessments and the Board evaluation process, enable the Board to confirm that effective and independent-minded directors are nominated for election and allow the Board to properly conduct its succession planning.

The Board has approved the following term limits:

1. Directors elected or appointed to the Board between December 3, 2010 and July 1, 2015 may serve on the Board until they attain the earlier of age 70 or the completion of a fifteen year term, except that a Director who, at the age of 70, has not completed a ten year term, will have their term extended for additional years to complete a minimum ten year term.

2. Directors elected or appointed after July 1, 2015 may serve on the Board until they attain the completion of a twelve year term.

Notwithstanding the above term limits: (1) the Chair of the Board may serve in such capacity for a five-year term, and (2) pursuant to the Bank Act, the President and Chief Executive Officer serves on the Board so long as they hold such office.

Majority Voting in Director Elections

In an uncontested election of Directors of the Bank, any nominee for Director who is not elected by at least a majority (50% + 1 vote) of the votes cast with respect to their election (a “Majority Withheld Vote”) shall immediately tender their resignation to the Chair of the Board following the Bank’s annual meeting. In these Policies, an “uncontested election” shall mean an election where the number of nominees for Director shall be equal to the number of Directors to be elected.

The Corporate Governance Committee of the Board shall consider the resignation offer and absent any exceptional circumstances as prescribed by the TSX majority voting policy requirements, shall recommend to the Board that such resignation be accepted.

The Board shall act on the Corporate Governance Committee’s recommendation within

90 days following the applicable annual meeting. In considering the Corporate Governance Committee’s recommendation, the Board shall accept the resignation, absent exceptional circumstances. Following the Board’s decision on the resignation, the Board shall promptly disclose, via press release and with a copy to the TSX, their decision whether to accept the Director’s resignation offer including the reasons for rejecting the resignation offer, if applicable. The Director’s resignation will be effective when accepted by the Board. If a resignation is accepted, the Board may, in accordance with the provisions of the Bank Act, appoint a new Director to fill any vacancy created by resignation or reduce the size of the Board. If the resignation is not accepted because of exceptional circumstances, active steps will be taken to resolve those circumstances in the following year.

Any Director who tenders their resignation pursuant to these Policies shall not participate in the Corporate Governance Committee meeting, if they are a member of that Committee, to consider the decision to recommend to the Board whether their resignation shall be accepted. However, if each member of the Corporate Governance Committee received a Majority Withheld Vote in the same election, or a sufficient numberof Committee members such that the Committee no longer has a quorum, then the independent Directors shall appoint a committee amongst themselves to consider the resignation offers and recommend to the Board whether to accept them. However, if the only Directors who did not receive a Majority Withheld Vote in the same election constitute seven (7), all Directors may participate in the determination of whether or not to accept the resignation offers.

In the event that any Director who received a Majority Withheld Vote does not tender their resignation in accordance with these Policies, they will not be re-nominated by the Board.

The Corporate Governance Committee may adopt such procedures as it sees fit to assist it in its determinations with respect to these Policies.

Director Independence

As a Canadian financial institution that is publicly traded on both the TSX and NYSE, the Bank is committed to complying with all applicable laws, rules, and regulations related to the status of its Directors. At all times, a substantial majority of the members of the Board are independent. As required under the NYSE Rules and the CSA’s Corporate Governance Guidelines, the Board shall, annually, make an affirmative determination with respect to each Director’s independence, considering a broad range of factors, including tenure. The Board has determined that all Affiliated Directors, as defined in the Bank Act, shall be considered to be non-independent under the Bank’s Director

Independence Standards. The Bank’s Director Independence Standards are attached as Appendix “A”.

Board Composition – Qualifications and Considerations

One of the Board’s most important responsibilities is to identify, evaluate and select candidates for the Board. The Corporate Governance Committee is charged with reviewing the qualifications of potential Director candidates and making recommendations to the whole Board. The Board believes that its membership should be composed of highly qualified directors who demonstrate integrity and suitability for overseeing the management of a Canadian financial institution with a view to the Bank’s international footprint. Factors considered by the Corporate Governance Committee and the Board in its review of potential candidates include:

• prominence in business, institutions or professions;

• residency in and familiarity with the geographic regions where the Bank carries on business;

• independence, conflicts of interest and any business relationships with the Bank and/or with current Directors;

• integrity, honesty and the ability to generate public confidence;

• articulate and model desired corporate culture including expectations of ethical conduct both in personal and professional dealings;

• demonstrate sound and independent business judgment;

• financial literacy;

• knowledge of and experience with financial institutions;

• risk management experience;

• knowledge and appreciation of public issues and familiarity with local, national and international affairs;

• perspectives raised by the Bank’s stakeholders;

• the professional experience required to contribute to the Board’s Committees;

• the ability to devote sufficient time to Board and Committee work;

• the competencies and skills that the Board considers to be necessary for the Board, as a whole, to possess; and

• the competencies and skills that the Board considers each existing Director to possess.

The Board believes that its membership should be composed of highly qualified directors from diverse backgrounds, who reflect the qualities enumerated above. To support this composition as part of the Board’s commitment to sound and effective corporate governance practices, the Corporate Governance Committee will, when identifying candidates to recommend for appointment or election to the Board:

1. consider only candidates who are highly qualified based on their experience, expertise, perspectives, and personal skills and qualities;

2. consider diversity criteria including gender, gender identity or gender expression, age, sexual orientation, ethnicity and geographic background, People of Colour, Indigenous peoples and persons with disabilities; and