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Doing the right thing, and acting with integrity

Guidelines for Business Conduct

Guidelines for Business ConductA Message from our CEO

ince welcoming our first customers in 1832, Scotiabank’s reputation has been the foundation of ourbusiness. The choices and decisions we make daily underpin the confidence that customers, employees,

shareholders and communities have in our organization, and the strong relationships we have been able tobuild and maintain with them.

Our reputation is something we must never take for granted. We must all strive to protect and strengthenit, if we are to achieve our goal of being the best Canadian-based international financial services company.

Doing the right thing, and acting with integrity, is essential to maintaining our good name – even when itis difficult, or seems to conflict with other priorities. Meeting sales goals or profitability targets is important,but absolutely nothing is more important than staying true to our values.

From time to time, all of us face tough decisions, when we may be uncertain about what we should orshouldn’t do or say. To help you in these difficult situations, we have set out the basic standards of ethicalbehaviour that each of us is expected to follow in the Scotiabank Guidelines for Business Conduct. We haveincluded examples of common questions and problematic situations, and what you should do when these occur.

Please read the Guidelines carefully, think about what they mean to your own job and workplacesituation, and use good judgment to apply the principles every day in your actions at work. It’s not possible forthe Guidelines to cover every situation, so if you aren’t sure about the right thing to do, consult your Manageror a more senior officer. Consult the Pathways to Resolution guide – or any of the other options described inthe Guidelines – to let management know about any questions or issues you encounter. Complying with theGuidelines is a condition of your employment and, every year, you will be asked to affirm that you have readthe Guidelines and followed them.

By living up to the principles set out in these Guidelines, doing business with integrity and workingtogether to sustain our core values, we can entrust future generations of Scotiabankers with the gift of theenviable reputation we have inherited.

Sincerely,

Brian J. PorterPresident & Chief Executive Officer

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Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5Your Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5Management Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5Board and Executive Management Responsibilities . . . . . . . . . . . . . 6Consequences of Failing to Comply with the Guidelines . . . . . . . . . 6Supplemental Guidelines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Our Guiding Principles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

Principle 1Follow the Law WhereverScotiabank Does Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8Your Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8Conflicting Requirements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Principle 2Avoid Putting Yourself or Scotiabank in a Conflict of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9Personal Conflicts of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9Corporate Conflicts of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Principle 3Conduct Yourself Honestlyand with Integrity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Illegal or Fraudulent Activities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Improper Transaction Prevention . . . . . . . . . . . . . . . . . . . . . . . . . . 15Ethical Business Practices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Engaging Third Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17Communications and Representations . . . . . . . . . . . . . . . . . . . . . . 17Cooperate with Audits and Investigations . . . . . . . . . . . . . . . . . . . 18

Principle 4Respect Confidentiality, and Protect the Integrity and Security of Assets, Communications, Information and Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19Privacy and Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19Accuracy and Integrity of Transactions and Records . . . . . . . . . . . . 20Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

Principle 5Treat Everyone Fairly, Equitably and Professionally, Whether They are Customers, Suppliers or Service Providers,Employees, or Others Who Deal with Us . . . . . . . . . . . . . . . . . . . . . 22Diversity, Equity and Human Rights. . . . . . . . . . . . . . . . . . . . . . . . . 22Workplace Health and Safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

Principle 6Honour our Commitments to the Communities in which We Operate. . . . . . . . . . . . . . . . . . . . 24Environmental Protection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24Charitable and Community Activities . . . . . . . . . . . . . . . . . . . . . . . 24Political Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24Other Codes of Conduct and Voluntary Commitments . . . . . . . . . . 25

Getting Help or Reporting Problems and Irregularities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26Obligation to Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26Protection from Retaliation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26How to Report. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

Glossary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28Key Sources of Guidance and Advice . . . . . . . . . . . . . . . . . . . . . . . 30

Table of Contents

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IntroductionThe Scotiabank Guidelines for Business Conduct (the “Guidelines”) describe the standards of conduct required of directors, officersand employees of The Bank of Nova Scotia and its global subsidiaries (“Scotiabank”).

If you are uncertain about what is the most appropriate course of action in a particular situation, the Guidelines should be yourfirst point of reference. If there is something in the Guidelines that you don’t understand, or if you require additional guidance, askyour Manager or a more senior officer.

Consult the glossary at the end of this document for definitions of some of the key terms used in these Guidelines.

*This version of the Guidelines for Business Conduct was approved by the Board of Directors on October 30, 2012. The online version of the Guidelines, available at www.scotiabank.com, is the most up-to-date, and supersedes printed versions.

I. Your ResponsibilitiesRead… Ask Questions… Comply… Report!

New directors, officers and employees are given a copy of theGuidelines when they are elected or hired and mustacknowledge that they have received and read them.

As a director, officer or employee of Scotiabank, you areresponsible for ensuring that you:

• read the Guidelines and, each year, reaffirm that youhave followed them;

• ask questions if you are unclear about yourresponsibilities or the appropriateness of a particularaction or behaviour;

• comply with the Guidelines, and any other Scotiabankpolicies that apply to your job, at all times; and

• report any actual or potential breach of the Guidelinesas soon as you become aware of it (see Getting Help orReporting Problems and Irregularities).

II. Management ResponsibilitiesBe Aware… Communicate… Supervise…Respond… Escalate!

If you are a Manager, you must also:• be aware of the laws, regulatory requirements and

internal policies, procedures, and processes pertinent toyour area of responsibility;

• make sure that these requirements are communicatedto your employees;

• manage and supervise your employees with theobjective of ensuring that the law, the Guidelines andother policies, procedures and processes are followed;

• respond to questions from the employees who report toyou (with assistance, if required, from a more seniorofficer or a contact point identified in the Key Sourcesof Guidance and Advice addendum); and

• ensure that any actual or potential breach of theGuidelines that is reported to you is dealt with orescalated in accordance with applicable policies,procedures, and processes.

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†Notwithstanding the Board of Directors’ authority over changes and waivers of the Guidelines, Global Compliance E.O. has the discretion to authorize: (1) the waiver of particular provisions which clearly conflict with local laws; and (2) non-substantive changes (e.g. for clarification or editorial purposes, toreflect new regulatory requirements or changes to terminology or to ensure that cross-references to other Scotiabank policies are accurate and up-to-date).‡In certain limited situations, the Bank may waive application of a provision of the Guidelines to a director, officer or employee. The Board of Directors or aCommittee of the Board of Directors must approve any waivers involving a director or executive officer of the Bank, and any such waivers will be disclosed inaccordance with applicable regulatory requirements. All other waivers or exceptions must be approved by appropriate authorities within the Bank’s Legal,Compliance and Human Resource Departments. Waivers will be granted rarely, if ever.

III. Board and ExecutiveManagement ResponsibilitiesThe President & Chief Executive Officer of the Bank bears overallresponsibility for ensuring that the Guidelines are followedthroughout the organization, and reports on compliance everyyear to the Board of Directors or a Committee of the Board. TheBoard of Directors is responsible for reviewing and approving thecontent of the Guidelines and must authorize changes† andcertain kinds of waivers.‡

IV. Consequences of Failing toComply with the GuidelinesUnethical or illegal conduct puts Scotiabank, and in some casesits customers, shareholders, employees and other stakeholders,at risk. For example:

• Scotiabank and/or an employee could be subject tocriminal or regulatory sanction, loss of license, lawsuitsor fines.

• Negative publicity from a breach could affect ourcustomers’ or potential customers’ confidence inScotiabank, and their willingness to do business with us.

Adherence to the Guidelines is therefore a condition ofemployment at Scotiabank. Any breach will be treated asa serious matter, and may result in discipline up to andincluding termination. Scotiabank may be required to reportcertain types of breaches to law enforcement or regulatoryauthorities. A breach may result in you being subject tocriminal or civil penalties.

V. Supplemental GuidelinesYou are expected to be aware of and comply with the followingsupplements to the Guidelines for Business Conduct:

• Internet and Electronic Mail Code of Conduct; and• Whistleblower Policy and Procedures (“Whistleblower

Policy”).

You should also be familiar with the Guidelines addendum,Key Sources of Guidance and Advice. In addition, somecountries, subsidiaries or specialized areas may have othersupplemental guidelines or codes of conduct that apply to theiremployees. If you work for one of these subsidiaries or specializedareas, you will be advised of the supplemental guidelines thatapply to you and you may be required to acknowledge themannually in the same manner as the Guidelines.

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The six principles are:

Our Guiding PrinciplesScotiabank’s six Guiding Principles are the building blocks on which the

Guidelines rest. Living up to them is an essential part of our meeting our

corporate goals and safeguarding Scotiabank’s reputation for integrity and

ethical business practices.

REMEMBER: Always perform your duties honestly,

in good faith, and in the best interestsof Scotiabank, exercising the care,

diligence and skill that would beexpected of a reasonably prudent

person in similar circumstances.

1 Follow the law wherever Scotiabank does business.

2 Avoid putting yourself or Scotiabank in a conflict of interest.

3 Conduct yourself honestly and with integrity.

4 Respect confidentiality, and protect the integrity and security of assets, communications, information and transactions.

5 Treat everyone fairly, equitably and professionally, whether they are customers,suppliers or service providers, employees, or others who deal with us.

6 Honour our commitments to the communities in which we operate.

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I. Your ResponsibilitiesAsk Questions… Comply… Report!The laws of each of the countries in which we operate regulatemany aspects of our activities. Scotiabank must follow the lawwherever it does business, and so must you. You are alsorequired to comply with Scotiabank’s internal policies,procedures and processes. If you are unclear about legal or otherrequirements, consult your Manager. If necessary, he or she canseek the advice of the Legal Department or ComplianceDepartment.

Sometimes policies and procedures may seem cumbersome,but remember that they have been developed with legalrequirements in mind. Be careful to always act within the scopeof your assigned authority. Skipping a step, even one that seemsredundant, could put Scotiabank, you, your fellow employees,customers, shareholders or others at significant risk.

Immediately report any actual, suspected or potentialviolations of the law through one of the options described in thePathways to Resolution guide (or, where appropriate, under theWhistleblower Policy), or using the other avenues described inGetting Help and Reporting Problems and Irregularities.

II. Conflicting RequirementsIf you encounter a situation where the Guidelines or otherScotiabank policies appear to conflict with local culturaltraditions, business practices or legal requirements of thecountry in which you are located, the senior officer involvedmust consult with the Compliance Department. Keep a writtenrecord of such enquiries and responses.

Follow the LawWherever Scotiabank Does Business

Advice That Can Put Scotiabank at Risk:

You are expected to inform customers aboutScotiabank products and services. However, do notgive specific financial, trust, tax, investment or legaladvice unless it is part of your job responsibilities,you hold the appropriate qualifications and licensesand all applicable regulatory requirements are met.

This is because the act of giving advice to acustomer can create greater than normal legalobligations, and put you and Scotiabank at risk. Refercustomers who request advisory services to their ownadvisors, or to those employees, areas, or subsidiariesthat are authorized to do this type of business withcustomers.

In some jurisdictions, Scotiabank is subject toregulation with respect to the sale of insurance, so besure to follow any instructions applicable toinsurance products carefully. You should notrecommend that customers use a particularinsurance company or agent, or give specific adviceon types of coverage for non-Scotiabank sponsoredinsurance products unless:• this is permitted by law in your jurisdiction; and• it is part of your job responsibilities and you hold

the appropriate qualifications and licenses.

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I. Personal Conflicts of InterestDirectors, officers and employees have an obligation to act inthe best interests of Scotiabank. A conflict of interest can arisewhen there is a conflict between what is in your personalinterest (financial or otherwise) and what is in the best interestof Scotiabank or a customer.

Even if you do not have an actual conflict of interest, ifother people think you might, they may still be concerned thatyou cannot act properly. For this reason, it is important to avoidthe appearance of a conflict, as well as an actual one. Beingseen or thought to be in a conflict of interest can damage yourreputation, as well as Scotiabank’s.

If you find yourself in a conflict of interest or a situationwhere you believe that others might think you have one, youmust immediately advise your Manager so that action can betaken to resolve the situation. This is the best way to guard yourreputation for honesty, fairness and objectivity.

Your Manager, who may consult a more senior Manager orthe Compliance Department if necessary, will decide if a conflictexists or if the appearance of a conflict would be damaging toScotiabank’s reputation.

Some common conflicts that you may encounter, and theguidelines that you should follow if you do, are outlined below.

a. Transactions that Involve Yourself, Family Members or Close AssociatesWhen you deal with Scotiabank as a customer, your accountsmust be established, and your personal transactions andaccount activities conducted, in the same manner as those ofany non-employee customer.§ This means that you may onlytransact business, make entries or access information on yourown accounts using the same systems and facilities available to

Avoid Putting Yourself or Scotiabank in a Conflict of Interest

SITUATION CONFLICTA vulnerable customernames an employee as abeneficiary of his or her will.

The customer’s family, or others,may perceive that the employeeused his or her position tounfairly coerce, manipulate ortake advantage of the customer.

An employee accepts aseasonal gift of tickets forhim – or herself and family toan expensive, sold-out sportsevent from a commercialbanking customer.

The employee risks a perceptionby others that he or she could beimproperly influenced in his or herjudgment when making lendingor other decisions related to thecustomer’s business accounts atScotiabank.

An employee accepts a giftfrom a supplier or serviceprovider who is bidding ona contract to supplyMDservices to Scotiabank.

Other suppliers may perceive thateither Scotiabank or theemployee was improperlyinduced to award the contract tothe supplier or service provider.

§Note: This is subject to any special policies or procedures that may be applicable to employees in certain job functions, departments or subsidiaries.

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Sample Potential Personal Conflicts of Interest

non-employee customers. (For example, you can use onlinebanking to transfer funds between your own accounts, since thisservice is generally available to non-employee customers).

The accounts, transactions and other account activities ofyour family members, friends and other close associates mustalso be established and conducted in the same manner as thoseof other customers. Do not set up accounts on your own behalf,or on behalf of these individuals, without the review andagreement of your Manager. Also, only transact business ormake entries or enquiries on accounts of family members,friends or close associates with appropriate authorization fromthe customer (e.g. in the normal course of business as permittedunder a relevant customer agreement, or as authorized by awritten trading authority on file).

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Under no circumstances may you authorize or renew a loan, orlending or margin limit increase to yourself, a family member, afriend or other close associate. Nor may you waive fees, reversecharges or confer any benefit or non-standard pricing with respectto your own accounts or those of family, friends or other closeassociates without the prior review and agreement of your Manager.

b. ObjectivityDo not let your own interests or personal relationships affect yourability to make the right business decisions. Family members,friends and other close associates should have no influence onyour work-related actions or decisions. Make decisions aboutmeeting a customer’s needs, engaging a supplier or serviceprovider, or hiring an individual on a strictly business basis.

c. Outside Business Activities, Financial Interests orEmployment

Employment outside of Scotiabank working hours is permitted ifthere is no conflict of interest and if the satisfactory performanceof your job functions with Scotiabank is not prejudiced in any way.

In addition, the following rules apply:

• You should not engage in a business that competes withScotiabank, or in any activity likely to compromiseScotiabank’s position or reputation.

• You should not conduct outside business on Scotiabanktime, or use Scotiabank equipment or facilities to conductan outside business interest. This includes soliciting otheremployees to participate.

• You owe a duty to Scotiabank to advance its legitimateinterests when the opportunity to do so arises. You may nottake for yourself a business opportunity that is discovered inthe course of your Scotiabank employment, or through theuse of Scotiabank property, information or your position.

**This policy does not apply to holdings in the publicly traded securities of suppliers or customers, so long as Scotiabank policies with respect to misuse ofconfidential information and insider trading and tipping are complied with.

• Neither you nor members of your household should havea financial interest in, or with, a customer, supplier orservice provider of Scotiabank, or any other entity havinga close business relationship with Scotiabank, if thiswould put you in a conflict of interest.**

• Before taking on or continuing an outside businessinterest, making or holding a financial interest in aScotiabank customer, supplier or service provider, or otherentity having a close business relationship withScotiabank, or committing to a job outside Scotiabankworking hours, discuss this with your Manager to be surethese activities do not create a conflict. (Employees ofsecurities or other subsidiaries may be subject to specialrules with respect to outside employment, interests oractivities and, therefore, may require pre-approval fromtheir Compliance Department).

d. Misuse of Confidential InformationYou are regularly entrusted with confidential information –information that is not or may not be publicly known – aboutScotiabank, its customers and your fellow employees. Thisinformation is given to you so that you can do your job. It iswrong, and in some cases illegal, for you to use confidentialinformation in order to obtain a personal benefit or to furtheryour own interests. It is also wrong to disclose confidentialinformation to any other person who does not require theinformation to carry out their job responsibilities on behalf ofScotiabank.

e. DirectorshipsObtaining Approval: As an officer or employee, you may notaccept a corporate directorship unless you have obtainedapproval from the Compliance Department.†† The ComplianceDepartment will seek any other necessary approvals pursuant topolicy.

Two exceptions apply. Scotiabank does not require thatemployees seek approval for the following kinds of directorships(on the presumption that they are unlikely to pose any conflicts):

• non-profit, public service corporations such as religious,educational, cultural, recreational, social welfare,philanthropic or charitable institutions, or residentialcondominium corporations; and

• private, family-owned corporations (greater than 50%)incorporated to administer the personal or financial affairsof an officer or employee, or one or more living or deceasedmembers of the officer’s or employee’s family (familyincludes spouses, parents, spouse’s parents, children,grandchildren and spouses of children or grandchildren).

Additional Reporting Requirements for VPs and Above:While permission is not required, all employees of VP level andabove must, however, report directorships in non-profit orfamily-owned corporations to their Manager and theCompliance Department.‡‡

Also bear in mind that:

• Scotiabank reserves the right to require you to give up anydirectorships that it determines pose a conflict; and

• directorships on the boards of public companies orcompanies which compete with Scotiabank, will notgenerally be approved.

††Scotiabank may ask an officer or employee to act as a director of a subsidiary, affiliate or another corporate entity where it determines such a directorshipto be in Scotiabank’s interests. These directorships must be approved in accordance with applicable policies, procedures and processes.‡‡Note: You are not required to report a directorship of a family-owned corporation whose sole purpose is to own the home in which you reside.

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If you are a new employee, immediately report anydirectorships in accordance with the above requirements, andseek approval where necessary. If you change your role withinScotiabank, advise your new Manager of any directorships, evenif they were previously approved. He or she can decide whetherthose approvals must be reconfirmed, given your new duties.

For further guidance, refer to the Scotiabank CorporateDirectorships Policy.

f. Wills, Other Trusteeships and Similar Appointments

Customers sometimes try to express appreciation to employeesthrough legacies, bequests or appointments in their wills. Youshould discourage any customer who suggests making you a giftin their will, as this could create a perception that youmanipulated or took advantage of the customer. Except as notedbelow, you should never solicit from, or accept a personalappointment by, a customer as an executor, administrator ortrustee, unless it is within your own family.

If you are named as a beneficiary, executor, administrator ortrustee of a customer’s will or some other trust document, otherthan as a family member, report the gift or appointment and thenature of the relationship to your Manager, who will consult theCompliance Department to determine an appropriate course ofaction. You will need management approval if you are to havesigning authority for the estate’s bank accounts. (Somesubsidiaries may require additional approvals).

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g. Purchasing Scotiabank Assets or Administered orRepossessed Property

To avoid the appearance that Scotiabank is giving its employeesan advantage, you or members of your household may notpurchase Scotiabank assets such as automobiles, officeequipment or compu ters, unless:

• the purchase is made at an advertised public auction; or

• it has otherwise been established to Scotiabank’ssatisfaction that the price being paid is reasonable andyour supervising office or department head has approvedthe transaction; or

• the purchase accords with an approved Scotiabankprogram.

Similarly, neither you nor your family are to use or purchasegoods that have been repossessed by Scotiabank, except withthe permission of your supervising office or department head.They will review the situation and consider whether thetransaction would both be, and appear to be, fair.§§

h. Related Parties Directors, certain senior officers, their spouses and minorchildren, as well as certain other entities such as companieswhich they control, are legally called “related parties” (or“connected parties” in some countries) and there are lawsgoverning their dealings with Scotiabank. If you have beenadvised that you are a “related party”, you must abide by thepolicies and procedures which have been put in place to meetapplicable legal requirements.

§§If you work for a securities subsidiary, or any other subsidiary or area where a fiduciary obligation is imposed by law, you may not use or become the ownerof property held in fiduciary accounts under administration, unless you or a family member are a beneficiary or co-trustee of an estate and the governingdocument specifically permits you to use or become the owner of the property being administered.

SITUATION CONFLICT

Sample Potential Corporate Conflicts of Interest

Scotiabank is financing acustomer who is unaware thatthey will be investing in anothercustomer who is in financialdifficulty, and investmentproceeds will be used to paydown Scotiabank loans.

Risk of having been thought tohave improved Scotiabank’sposition at the expense of acustomer.

Scotiabank is asked to leadfinancings for more than onecustomer’s bid for the sameasset.

Risk of having been thoughtto have given one customerfavorable treatment overanother, or to have passedinformation to a customer’scompetitor.

II. Corporate Conflicts of InterestConflicts of interest can also occur between Scotiabank and itscustomers. For example:

• Scotiabank’s interests could conflict with its obligations toa customer; or

• Scotiabank’s obligations to one customer could conflictwith its obligations to another.

If you are a lending or advisory officer, be alert to situationswhere there may be a conflict or the appearance of one. If youbecome aware of a potential conflict, observe policies,procedures, and processes regarding confidentiality and adviseyour Manager or Compliance contact as set out in the KeySources of Guidance and Advice Addendum to ensure thesituation is managed appropriately.

Conduct Yourself Honestly and with Integrity Because customers want to be served by people who are trustworthy and reliable, our success depends on the honesty and integrityof Scotiabank directors, officers and employees. Always remember that your conduct has a direct effect on how customers thinkabout Scotiabank.

I. Illegal or Fraudulent Activities

a. MisappropriationStealing customer or Scotiabank funds, attempting to defraud acustomer or Scotiabank, or colluding with or knowingly helpingothers to do so are grounds for termination with cause andpossible civil or criminal liability. This includes, but is not limitedto, falsifying your expense claims, misuse of employee benefitssuch as employee banking privileges and corporate credit cards,or misusing Scotiabank’s clearing or payments systems orGeneral Ledger accounts to obtain credit or funds not rightfullyyours, as for example, by cheque kiting.

b. Improperly Accessing Records, Funds or FacilitiesNever use your access to Scotiabank funds or facilities to dosomething you shouldn’t. You may access, accumulate data anduse records, computer files and programs (including personnelfiles, financial statements, online customer and employeeprofiles and other customer or employee information) only fortheir intended, Scotiabank-approved purposes.

c. Creating False RecordsForgery—even when not intended to defraud—is a crime, abetrayal of customer trust and a serious violation of the Guidelines.You may not, under any circumstances, create a false signature orknowingly make or allow false or misleading entries to be made to

any Scotiabank account, record, model, system or document. Undisclosed or unrecorded Scotiabank accounts, funds, assets

or liabilities are strictly prohibited. Immediately report yourknowledge or discovery of any such account or instrument usingone of the options in the Pathways to Resolution guide (or, whereappropriate, under the Whistleblower Policy).

d. Bribes, Payoffs and Corrupt PracticesScotiabank prohibits taking or offering bribes, kickbacks,extraordinary commissions or any other improper kind ofpayment or benefit from suppliers or service providers,customers, public officials or others in exchange for favourabletreatment or consideration.

Dealers, lawyers, consultants, brokers, other professionals,suppliers and service providers should be selected on the basis ofqualifications, product or service quality, price and benefit toScotiabank. Refer any offers or suggested payoffs to yourManager for investigation.

For additional guidance on Scotiabank’s policies with respectto the prevention of bribery and corruption, refer to the ScotiabankAnti-Corruption Policy and Guidance (“Anti-Corruption Policy”).You may also contact business.conduct@scotiabank.com forfurther advice or guidance.

e. Insider Trading and TippingIn the course of your duties, you may become aware ofconfidential business information about Scotiabank or anotherpublic company. Some confidential information is sensitiveenough that, if other people knew it, they would consider it

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Trading Restrictions and Monitoring:

Regardless of your knowledge, in some circumstancesScotiabank may impose trading prohibition periods orother restrictions applicable to you. If your job makes itlikely that you may encounter inside information,Scotiabank can also require that you do your securitiestrading only through brokerage accounts monitored byScotiabank as well as impose other rules. These rules areto help protect you and Scotiabank.

important in deciding whether to buy or sell that company’ssecurities, or it could be reasonable to expect that the price ofthe securities would be significantly affected. This kind ofinformation is commonly called inside information.

There are very strict laws forbidding both insider trading andtipping, and violations carry severe penalties. Basically, these lawsrequire that, if you have knowledge of inside information, youmay not buy or sell (for yourself or for anyone else) stocks, bondsor other securities issued by that company (including derivativeslinked to that company’s securities), nor may you suggest orinduce anyone else to do so.***

You also may not pass on (or “tip”) inside information aboutScotiabank or any other public company to anyone except thosepersons who need to know that specific information in thenecessary course of business.

Employees likely to encounter inside information shouldbecome familiar with the specific policies and procedures that theBank and its subsidiaries have put in place to restrict access toinside information, including information barriers. The ComplianceDepartment is also available to provide you with advice.

f. Other Trading Restrictions Directors, officers and employees of Scotiabank are prohibitedunder provisions of the Bank Act from trading in puts or calls ofThe Bank of Nova Scotia (“BNS”) shares.

***Where permitted by the Compliance Department, sales and trading staffmay continue to accept unsolicited orders from clients.†††Note: Some permitted exceptions are discussions regarding syndicatedloans, underwritings and other kinds of authorized consortia, and certaingovernment lending programs. In these cases, limit discussions to the specific transaction or program.

Additionally, you may only short BNS shares in strictly limitedcircumstances provided under the Bank Act. See ScotiabankDesignated Employee Policy and Procedures for further guidance.

g. Requirement to Disclose a Criminal Charge or Conviction

You are required to disclose to Scotiabank if you are charged orconvicted of theft, fraud or any other criminal offence in adomestic, foreign or military court. If you are charged with orconvicted of an offence of this type, you must disclose itimmediately to your Manager, who will consult Employee Relationsor the local Human Resources department for further direction.

h. Illegal or Anti-Competitive Sales PracticesTo promote fair and open competition among businesses insimilar industries, many countries have competition laws or traderegulations, with severe penalties for violation.

Do not collude or co-operate with any other institution inanti-competitive activities. These include arrangements for ordiscussions about interest rates on loans and deposits, servicefees, other product features or types or classes of persons towhom services will be made available or withheld.†††

You may participate in industry associations, such as localBankers’ Associations, to develop industry positions on legislativeor other issues, or to set standards for the use of common facilitiesor networks. However, these meetings must not be used to discusscompetitive policies and practices. If you have any doubt whether adiscussion would violate competition laws, do not participate andconsult with your Manager or the Legal Department.

Coercive Tied Selling:

Never pressure a customer to buy a product or servicethat they do not want as a condition for obtaining anotherproduct or service from Scotiabank or one of its affiliates.(This practice, which is illegal in some jurisdictions, issometimes called coercive tied selling). This should not be confused with other practices, such asgiving preferential pricing to customers who already havebusiness with Scotiabank or bundling products andservices. These practices are legal and accepted in somecountries, but may be illegal in others, so ensure that youare aware of all applicable local laws.

II. Improper Transaction Prevention

a. Know Your Customer/Understand Your Customer’s Transaction

Knowing our customers, and understanding our customers’transactions, are fundamental tenets of the financial servicesindustry. Knowing our customers helps us to better servecustomer needs, identify sales opportunities, meet regulatoryrequirements, avoid facilitating unethical behaviour and protectourselves during disputes and litigation. It also allows us tocontribute to national and global efforts to combat criminal andterrorist activity.

All transactions must be authorized and handled in anapproved manner, and must adhere to applicable standards forknowing your customer. Do not undertake, participate in orfacilitate any customer transactions that are prohibited by law orpolicy or that, by Scotiabank’s standards, could be consideredimproper or suspect.

b. Detecting and Reporting Suspicious or ImproperTransactions

You should familiarize yourself with the policies, procedures andprocesses related to anti-money laundering and anti-terroristfinancing. Be alert to any illegal, suspicious or unusual activity,including fraud, money laundering, terrorist financing or breachof government-imposed sanctions requirements.

Promptly report any unusual account activity to yourManager or, in the case of suspected money laundering orterrorist financing, your designated Anti-Money LaunderingCompliance Officer. If you fail to report a transaction that thereare reasonable grounds to suspect is associated with moneylaundering or terrorist financing, you may be committing acriminal offence. It is also a breach of the Guidelines, and anoffense in many jurisdictions, to warn a customer that a reporthas been made about them or their activities.

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III. Ethical Business Practices

a. Offering and Accepting Gifts and EntertainmentCustomers and business associates often try to show theirappreciation by providing gifts and entertainment to Scotiabankemployees. Accepting gifts or entertainment can be problematicbecause it may lead others to believe that your decisions havebeen improperly influenced. In some cases, such as where high-value gifts or entertainment have been offered or accepted, thiscould be perceived as offering or accepting a bribe.

In general, the giving and accepting of gifts andentertainment is appropriate if:

• the gift is modest and would not affect the recipient’sobjectivity;

• there is no suggestion that the donor is trying to obligate orimproperly influence the recipient;

• offering or accepting is “normal business practice” for thepurposes of courtesy and good business relations;

• offering or accepting is legal and consistent with generallyunderstood ethical standards;

• neither you nor Scotiabank would be embarrassed if thepublic became aware of the circumstances of the gift orentertainment; and

• it is not a gift or prize of cash, bonds, negotiable securities,personal loans, or other valuable items (such as airlinetickets for your personal use, or use of a vacation property).

Before offering or accepting entertainment involving air travel,luxury accommodation or exclusive tickets (such as to theOlympics, US Open or Wimbledon), obtain the approval of yourbusiness line head (or his or her designate), who must consulttheir Compliance Department for further guidance.

Remember the following when considering whether toaccept a gift or entertainment:

• You may not use your position for improper personal gain.Tactfully discourage customers, brokers, suppliers or othersin business with Scotiabank, if they suggest offering benefits

to you or your family.

• Where it would be extraordinarily impolite or otherwiseinappropriate to refuse a gift of obvious value, you mayaccept it on behalf of Scotiabank. In these cases,immediately report the gift to your Manager who will adviseyou how to deal with it. Such gifts may not be taken foryour personal use or enjoyment.

Remember the following when considering whether to offera gift or entertainment:

• Be especially careful when offering gifts or entertainment togovernment officials and public office holders (“publicofficials”). Many countries have strict laws regardingoffering anything of value to these individuals.

• Always comply with the Anti-Corruption Policy in anydealings with public officials. Gifts to, or entertainment of,public officials in the amount of US$100 or above willrequire additional approvals as set out in the Anti-Corruption Policy.

Examples of the types of gifts and entertainment thatare acceptable to offer or accept include:

• occasional meals, refreshments, invitations to local sports,theatre or similar events;

• small, occasional gifts for special occasions such as an anniversary, significant event or holiday;

• inexpensive advertising or promotional materials, such aspens or key chains;

• inexpensive awards to recognize service and accomplishmentin civic, charitable, educational, or religious organizations;

• modest honoraria and reimbursement for reasonable expenses (if not paid by Scotiabank) for Scotiabank-relatedspeaking engagements or written presentations; or

• gifts or entertainment clearly motivated by obvious family orclose personal relationships, rather than business dealings.

Depending on the monetary value of the item, you may wish to consult with your Manager regarding the appropriateness ofthe gesture. Your Manager can consult with the ComplianceDepartment for assistance with difficult or “fine line” situations.

b. Dealing Ethically with Our Customers and OthersAs Scotiabankers, we do not compromise our ethics for the sakeof meeting our sales, profit or other targets or goals.

Steering a customer to an inappropriate or unnecessaryproduct harms the customer, damages our reputation and maybe illegal in certain situations and jurisdictions. Never take unfairadvantage of anyone through manipulation, concealment, abuseof confidential business or personal information,misrepresentation of material facts, or any other unfair-dealingor unethical business practice.

Never seek to obtain personal advantages from your customeror other business relationships. For example, do not:

• use your connection with Scotiabank so that you or yourfamily can borrow from or become indebted to customers; or

• use your position to gain preferred rates or access to goodsand services‡‡‡, whether for you personally or for friends orrelatives, unless the benefit is conferred as part of aScotiabank-approved plan available to all or designatedgroups of employees.

c. Respect Intellectual Property RightsWhen using supplier or service provider and third party systemsand programs, comply with the licensing, confidentiality andregistration requirements. Failure to do so could subject you orScotiabank to serious penalties. When using the Internet, alwayscomply with the Internet and Electronic Mail Code of Conduct,which contains specific guidance on respecting intellectualproperty laws.

If you develop, as part of your work for Scotiabank or withthe use of Scotiabank facilities, any patentable invention,industrial design or creative work, it belongs to Scotiabankunless a specific exception has been made.

‡‡‡For example: Do not use your position to gain access to trading facilities or opportunities to further your personal investments, such as gaining access tonew stock issues or hard-to-get securities.

IV. Engaging Third PartiesIn conducting business, Scotiabank uses suppliers or serviceproviders and contractors and may enter into outsourcingarrangements or other strategic alliances. If you are authorizedto engage third parties, you should engage only those who arecompetent and reputable, and who have business conductstandards comparable to our own, as these are criticalconsiderations for Scotiabank.

V. Communications and RepresentationsTrust is the basis of our relationships with our customers, fellowemployees, shareholders and the communities in which weoperate. You must not knowingly mislead customers, thegeneral public or other employees by making false or misleadingstatements or by withholding information.

a. Advertising

You should be aware that Scotiabank is subject to regulationwith respect to advertising. If approving advertising is not part ofyour job, ensure that you follow established approval proceduresor get the approval of your supervising office or departmenthead before initiating any advertisements.

b. Proper Public Disclosure

Scotiabank is committed to providing timely, accurate, balancedand widely distributed disclosure of material information, asrequired by regulation. For additional information, consult theStatement of Disclosure Policy and Practices and Mandate of theDisclosure Committee. Refer inquiries from the financialcommunity, shareholders and media to an authorizedspokesperson.

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c. Making Public Statements and Media ContactUnless you are authorized to speak to reporters or the media onbehalf of Scotiabank as part of your normal duties, refer allmedia enquiries to a designated spokesperson. Be especiallycareful never to respond to questions about a matter wherelitigation is pending or in process (without prior authorization ofthe Legal Department) and always respect Scotiabank’s duty ofconfidentiality to its customers, employees and others.

Sometimes employees are asked to give presentations orexpress views on matters generally relating to banking or otherfinancial services, usually due to their position with Scotiabankor acknowledged expertise. Unless you are presenting an officialScotiabank position, make it clear in your presentation that theviews expressed are personal and do not necessarily representthose of Scotiabank.

d. Expressing Your Personal ViewsAs a private citizen, you are entitled to express your personalviews. However, be careful not to give the impression that youare speaking on behalf of Scotiabank or expressing Scotiabank’sperspective, unless you have obtained approval from yourManager and/or an authorized spokesperson. This applies to allforms of communication (such as statements, speeches, lettersor articles) and all communications media or networks (such asnewspaper, radio, television, E-mail or the Internet).

You should also bear in mind that your conduct outside theworkplace may reflect on Scotiabank. Use common sense whenoffering your personal opinions in a public forum (such asinternet “blogs”, chat rooms, newsgroups and socialnetworking websites) and refrain from disparaging competitorsor making statements that might discredit Scotiabank or itsproducts and services. Also, take particular care not to discloseconfidential information about Scotiabank, customers,employees or others.

e. Use of the Scotiabank Brand, Name and Reputation

Our brand and reputation are significant corporate assets. Theyshould only be used to further Scotiabank business. Never useScotiabank’s name, logo, letterhead or reputation to gainpersonal advantages or to further your own interests, or foranything other than approved purposes.

VI. Cooperate with Audits and InvestigationsAlways cooperate fully with any investigations by management orthe Compliance, Internal Audit, Security and Investigation orHuman Resource Departments. Be straightforward, candid andtruthful when dealing with internal investigations, external auditorsand regulators. However, keep in mind Scotiabank’s confidentialityguidelines and procedures for releasing information.

You must not destroy, discard, withhold or alter recordspertinent to an audit or a legal or governmental investigation.

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Respect Confidentiality, and Protect the Integrity and Security of Assets, Communications, Information and Transactions

I. Privacy and ConfidentialityYou have an obligation to safeguard the personal and businessinformation entrusted to us by customers, employees, suppliers,service providers and others, as well as the confidentiality ofScotiabank’s own affairs. This obligation continues even afteryou leave Scotiabank.

a. Obligation to Protect Confidential InformationCustomers, employees, suppliers, service providers and otherstrust Scotiabank to keep their personal information andconfidential business information safe and secure. For thisreason, protecting their privacy and the confidentiality of theirdealings with us is essential to safeguarding our reputation. Inmost instances, maintaining confidentiality is also a local legal orregulatory requirement.

You are expected to be aware of, and follow, the policies andprocedures that Scotiabank has put in place to protectconfidential information and to comply with applicable laws andregulations.

All information about, or received from, individual or businesscustomers or employees should be presumed to be confidentialinformation unless the contrary is clear. Keep in mind that evena seemingly harmless or helpful disclosure of customer oremployee personal information (such as to a customer’s familymember) is a breach of the Guidelines and can have seriousconsequences for you, Scotiabank and the customers involved.

Appropriate handling of confidential information includes the following:

• Follow policies, procedures and processes for storingand controlling access to confidential information,whether stored electronically or as physical documents.

• Follow the Internet and Electronic Mail Code of Conduct and any other policies, procedures orprocesses for transmitting confidential informationincluding via non-secure media such as fax, E-mail orthe Internet.

• Do not carelessly display confidential information (by,for example, leaving it visible on a computer monitor ina public space, or leaving confidential documents lyingabout in an unsecured manner where they could beviewed, lost or stolen).

• Do not disclose confidential information to persons outside Scotiabank (including family or householdmembers or close associates) or to other employeeswho do not require the information for their work.

• Take care when discussing confidential informationwhere it might be overheard or intercepted (such aswhen using a cell phone) by, for example, being certainto whom you are speaking and ensuring that your conversation cannot be overheard by unauthorized persons. Never discuss confidential information in socialsettings, such as restaurants, elevators, trains and otherpublic places.

• Destroy or dispose of information according to securityrequirements and policies and procedures for documentretention and destruction.

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b. Appropriate Handling of Confidential Information

It is your responsibility to safeguard and appropriately handleany confidential information which you have custody of oraccess to, or which you use. This is the case even when you aredisposing of waste or damaged materials.

If you become aware of a breach of privacy or confidentiality,immediately report it through one of the options described inthe Key Sources of Guidance and Advice Addendum to theseGuidelines, in the Pathways to Resolution guide (or, whereappropriate, under the Whistleblower Policy), so that steps canbe taken to prevent, minimize or mitigate any negative impacton customers, employees or Scotiabank.

Never access customer or employee personal information, orconfidential business information about Scotiabank or acustomer, without a legitimate business reason and properauthorization.

c. Disclosures of Confidential InformationThird parties often request confidential information aboutcustomers. Subject to legal exceptions, you must obtain theconsent of the customer before releasing a customer’s personalor confidential business information. This includes releasinginformation about whether or not an individual, business orgovernment department is actually a customer.

In some cases, you may need assistance from the LegalDepartment to verify if a demand for information has beenproperly made and documented to permit or compel you orScotiabank to provide information under the law withoutcustomer consent. You should also be alert to situations wherelegal requirements may prohibit you from telling the customerabout a demand for information.

II. Accuracy and Integrity ofTransactions and RecordsThe expectations of our customers, shareholders, regulators andother stakeholders make it essential that Scotiabank’s books andrecords are complete and accurate. All employees must playtheir part in ensuring the accuracy and integrity of our record-keeping and information reporting systems. Follow applicablepolicies, procedures, and processes to ensure that transactions:

• have a legitimate business purpose (e.g. the objective is notto achieve misleading earnings, revenue or balance sheeteffect, mislead a regulator, or another unethical or illegaloutcome);

• are properly authorized;

• are promptly and accurately recorded in the right accounts;and

• are adequately supported by back-up documentation.

Internal controls and procedures are in place to protectScotiabank. Under no circumstances should you try to bypass aninternal control, even if you think it is harmless or will save time.If you become aware that an internal control or procedure hasbeen improperly bypassed or overridden, immediately report theincident using one of the options in the Pathways to Resolutionguide (or, where appropriate, under the Whistleblower Policy.)

III. Security

a. Keep Scotiabank and Customer Assets SafeBe alert to the potential for harm, loss, corruption, misuse ortheft of Scotiabank or customer assets. These include:

• funds and negotiable instruments;

• physical property, premises, supplies and equipment;

• technological devices and resources such as computersystems and networks, telecommunication systems andaccess channels to E-mail and the Internet;

• intellectual property, including software developed byemployees or provided by third parties;

• confidential information, however stored or maintained,including information held on electronic storage devices.

Be careful not to compromise security through the inappropriatedisclosure of information or images, such as photographs. Neverdiscuss or disclose the design or operation of systems or securityprotection processes or procedures with anyone outside or insideScotiabank, other than on a need-to-know basis.

Report any perceived weakness or deficiency in a system orsecurity protection procedure to your Manager or otherappropriate senior officers.

b. Integrity of Computer and Communication Systems

Computer systems, programs and other technological assets andresources must be protected from theft or misuse, andintentional and unintentional loss or corruption. You mustcomply at all times with security policies, processes andprotection requirements, including any specific requirementsapplicable to a system or program which you use. For example:

• use only Scotiabank-approved computer programs andsoftware; and

• safeguard all access identifiers (e.g., passwords, access codes,badges), combinations, and physical keys in your custody; donot give, lend, share or duplicate them without authorization.

c. Assets or Information in the Hands of Third Parties

If you have authorized assets or confidential information to beheld in the custody or safekeeping of third parties, you areresponsible for ensuring that their security procedures meet orexceed Scotiabank standards.

d. Use of Scotiabank Property and Information Off-Premises

When you work at home or off-site, whether occasionally or aspart of an approved arrangement, and have Scotiabank assets inyour custody, you are expected to keep those assets safe byknowing and following security policies and procedures. Whenworking at home or off-site:

• consider the sensitivity of information before taking it off-premises, whether in hard copy or electronic format, andtake only the minimum information required;

• ensure all confidential information is safeguarded fromunauthorized access, theft, misuse, loss or corruption inkeeping with applicable policies, procedures and processes;and

• never copy Scotiabank information for your or someoneelse’s non-work-related use without authorization.

Except as may be required for working at home or offsite,files or other information are not to be removed fromScotiabank premises without authorization.

e. Appropriate Use of Information Technology and Services

Electronic and telecommunications facilities and systems, such ascomputers, Internet access, voice mail, E-mail, fax machine andtelephone, are provided to you to enable you to do your job. Anyother use, except for reasonable and occasional use, is notallowed. Refer to the Internet and Electronic Mail Code of Conductfor guidance on the appropriate use of information technologyand services, including the Internet, intranet and E-mail.

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Treat Everyone Fairly, Equitably, and Professionally, Whether They are Customers, Suppliers or Service Providers, Employees or Others who Deal with Us

Scotiabank is committed to treating all current and potentialemployees, customers, suppliers, service providers and otherswho deal with us fairly, and to maintaining a work environmentthat supports the productivity, personal goals, dignity and self-respect of all employees. This includes commitments to:

• the creation and support of a work force, at all levels of theorganization, that reflects the diverse population of thecommunities it serves; and

• providing reasonable accommodation to permit qualifiedpersons who face some barrier (e.g. persons with disabilities)to do their jobs.

I. Diversity, Equity and Human Rights

Harassment and Discrimination

Every employee is entitled to harassment-free employment. Everycustomer is entitled to harassment-free financial services.Scotiabank is committed to complying with the spirit and intent of The Canadian Human Rights Act and other human rights andanti-discrimination laws that apply to subsidiaries or to the Bank’soperations outside of Canada. The actions of all directors, officersand employees are expected to be consistent with these principles.

Harassment, including sexual harassment, is a form ofdiscrimination. Harassment means any conduct, comment,gesture, or contact related to prohibited grounds ofdiscrimination:

• that is likely to cause offence or humiliation to any employeeor customer (for example, bringing images or text of asexual nature into the workplace, or making discriminatoryjokes or remarks); or

• that might reasonably be perceived as placing a condition ofa discriminatory nature on employment or employmentopportunities such as training or promotion, or on theprovision of financial services.

Complaints of harassment or discrimination will be dealt withpromptly, and treated with seriousness, sensitivity andconfidentiality. Never retaliate against any employee for havingraised concerns or complaints in good faith.

For more information on Scotiabank’s policies with respect toharassment and discrimination, refer to the Scotiabank HumanRights Policy.

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II. Workplace Health and SafetyScotiabank is committed to providing its employees with ahealthy, safe workplace, in compliance with applicable local lawsand regulations. This includes a commitment to providing aworkplace that is free from violence by maintaining a respectful,non-threatening work environment.

You have an important role to play in creating andmaintaining our healthy and safe work environment by:

• becoming familiar with your roles and responsibilities withrespect to health and safety, and acquiring the necessarytraining to fulfill those roles and responsibilities;

• reporting any condition or practice that you believe may behazardous using one of the options in the Pathways toResolution guide (or, where appropriate, under theWhistleblower Policy); and

• treating all those you deal with respectfully andprofessionally, and never acting in a violent, threatening orabusive manner.

Employees who hold managerial or supervisory roles mayhave additional health- and safety-related responsibilities andshould be guided by any supplementary requirements of theirlocal business unit, as applicable.

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Honour our Commitments to the Communities in which We Operate

To succeed, we must all act in a manner that is environmentally,economically and socially responsible. Doing so will ensure thatwe are viewed as a welcome partner in the markets in which weoperate, and those we seek to enter.

I. Environmental ProtectionAs a major international financial institution, our day-to-dayoperations have a number of direct and indirect impacts on theenvironment. Scotiabank has taken steps to mitigate theseimpacts by adopting policies, procedures and processes withrespect to, for example, environmental credit risk, responsibleenvironmental management of our real estate holdings andenhanced social and environmental guidelines for project financeloans in developing countries.

Employees are expected to be aware of and comply withthose policies, procedures and processes that apply to their areaof responsibility.

II. Charitable and CommunityActivitiesWe are committed to making a positive contribution to thecommunities in which we operate. All donations or supportgiven on behalf of Scotiabank should be made in accordancewith applicable policies, procedures and processes.

In special cases, your Manager or another senior officer mayapprove the use of Scotiabank equipment, facilities or staff timefor charitable activities. Otherwise, as much as possible, you shouldlimit charitable and community activities to non-business hours.

III. Political Activities

a. Political Activities and Donations in the Name of Scotiabank

The Bank and certain of its subsidiaries may make politicaldonations, wherever permitted by law, to support and encouragethe democratic process as distinct from the fortunes of individualparties. You should direct any political donation requests to thePresident & Chief Executive Officer of the Bank or your subsidiary.

Scotiabank does not make political donations that might beinterpreted as an attempt to encourage favourable treatment ofthe Bank or a subsidiary.

b. Personal Political ParticipationScotiabank considers its employees’ participation in the politicalprocess to be an important contribution to the community and apersonal decision that is subject to their conscience andindividual discretion. No one in Scotiabank may require anotherdirector, officer or employee to:

• personally contribute to, support or oppose any candidateor political organization; or

• refrain from personal political activity, providing that activityis not prohibited by law and is not conducted onScotiabank’s time or using its facilities or resources.

However, the time and attention devoted to these activitiesshould not interfere with your job performance, or present anyother kind of conflict. Before you run for office or accept apolitical appointment, discuss your intention with your Managerto ensure that there will not be a conflict.

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When engaging in personal political activities outside of work,make it clear that those activities are not being conducted onbehalf of Scotiabank. The use of Scotiabank equipment,facilities, staff or other resources to conduct political activities isprohibited, unless explicitly authorized by the President & ChiefExecutive Officer of the Bank or your subsidiary.

IV. Other Codes of Conduct andVoluntary Commitments

a. Commitments by ScotiabankIt is important that we honour our public commitments andadhere to other codes of conduct and voluntary undertakings towhich Scotiabank has agreed to be bound. Employees areexpected to be aware of and comply with those codes and publiccommitments that apply to their area of responsibility.

b. Professional Codes of ConductMany professions and professional bodies have codes of conductor ethics to which they expect their members to adhere. If youcome across an instance where your profession’s code ofconduct conflicts with these Guidelines, inform your Managerand the Compliance Department immediately.

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Getting Help or Reporting Problems and Irregularities

I. Obligation to ReportPromptly reporting breaches can help protect both you andScotiabank, as well as other employees, customers, shareholdersand other stakeholders. If you believe that you may havebreached the Guidelines, or a supplemental guideline or code ofconduct that applies to you, you have an obligation to report itto your Manager immediately. Failing to do so is grounds fortermination with cause.

You also have an obligation to Scotiabank, other employees,directors, officers and yourself to report:

• a breach or suspected breach of the Guidelines orsupplemental guidelines by another director, officeror employee;

• a serious weakness or deficiency in Scotiabank’s policies,procedures, processes or controls that might enablebreaches to occur or go undetected; or

• the failure of a supplier, service provider or contractor toadhere to legal requirements or ethical standardscomparable to the Guidelines.

If a problem or irregularity has been referred to you, resolvethe issue or refer it appropriately using one of the options in thePathways to Resolution guide (or, where appropriate, under theWhistleblower Policy).

II. Protection from RetaliationScotiabank will protect from retaliation any director, officeror employee who, in good faith, reports actual or suspectedbreaches of the Guidelines by another director, officer oremployee, supplier, service provider or contractor, or problemswith Scotiabank’s policies, procedures, processes or controls.

Retaliatory action of any kind against a director, officeror employee who makes a report in good faith is grounds fortermination with cause and may be subject to criminal orcivil penalties.

Scotiabank further protects employees by providing anumber of anonymous and confidential methods for thedisclosure of wrongdoing or irregularity (see below).

III. How to Report

a. Pathways to Resolution GuideYou should report any breach or suspected breach of the Guidelinesto your Manager or any Manager as set out in either the Pathwaysto Resolution guide (or, where appropriate, under theWhistleblower Policy as set out in b. below). Consult a more seniorofficer if you do not receive what you consider to be a reasonableresponse from the first person. Employees can also reportharassment or other workplace issues to the Employee RelationsDepartment through their local Human Resources Call Centre, or totheir local Human Resources department or representative.

Breaches or suspected breaches of the Guidelines will be dealtwith promptly and fairly. However, if you do not feel yourcomplaint or concern has been appropriately resolved, there areother, alternative options available to you (see b. below).

b. Alternative, Confidential AvenuesIt may not always be appropriate or adequate to report breachesor concerns through the “Open Door” options described in thePathways to Resolution guide. (For example, you may beconcerned about the possibility of reprisal by persons involved ina breach or suspected breach of the Guidelines). Scotiabank hastherefore created alternative, confidential avenues to disclosebreaches, problems and irregularities:

• The Whistleblower Policy, which is a supplement to theseGuidelines, outlines the process for reporting accounting andauditing concerns, suspected fraudulent activity, breaches ofthe Guidelines or other Compliance policies, andwhistleblowing retaliation and retribution. It includesinformation on how to report anonymously. Concerns maybe raised in writing directly with the Bank’s Chief Auditor, orvia Global Compliance Services, an independent third partyHotline.

• The Staff Ombuds Office is also available to provideconfidential advice or assist you in identifying anappropriate way to report your concerns. (For informationon how to contact the Staff Ombuds Office, consult thePathways to Resolution guide or Key Sources of Guidanceand Advice addendum).

c. Getting Help or AdviceYou are expected to know and understand these Guidelines,and conduct yourself in accordance with them. If you have anyquestions or are unsure about any of the principles or requirementsof the Guidelines, ask your Manager or a more senior officer. Ifthis is not appropriate, or if you need further guidance, consultthe Key Sources of Guidance and Advice addendum.

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Glossary Bank means The Bank of Nova Scotia.

Board of Directors means the Board of Directors of The Bankof Nova Scotia.

Cheque kiting is fraudulently obtaining unauthorized credit bywriting a cheque against an account with insufficient funds, andmaking up the deficiency by depositing another cheque from adifferent bank account which may or may not have funds.

Competition laws or trade regulations generally prohibit orattach specific conditions to arrangements that:

• restrain or monopolize trade;• have discriminatory price or service features, which

diminish competition;• unduly restrain competition by requiring that the

customer deal only, or primarily, in the company’sproducts (sometimes called “exclusive dealing”) or thatthe customer, as a condition of acquiring a specificproduct, also acquires some other company product(sometimes called “tied selling”); and/or

• represent other methods of competition deemed unfair.

Compliance Department means Scotiabank GlobalCompliance, including Global Compliance Executive Offices(Toronto), and local and subsidiary Compliance departments.

Confidential business information, sometimes called “non-public information”, is information about Scotiabank or anotherbusiness that has not been generally disclosed to the public.Confidential business information may include, but is not limitedto, financial information, projections, proposed transactions,intellectual property, proprietary processes, trade secrets, andinformation that might be useful to competitors or informationabout customers, suppliers, service providers, creditors orshareholders. All information about, or received from, businesscustomers should be presumed to be confidential businessinformation unless the contrary is clear. See also “insider trading”.

Confidential information comprises customer or employeepersonal information, confidential business information and anyother information about Scotiabank or another business that hasnot been generally disclosed to the public. See also “personalinformation” and “confidential business information.”

Discrimination means treating people differently, negatively oradversely because of their race, national or ethnic origin, colour,religion, age, gender, sexual orientation, marital status, familystatus, physical or mental disability or other grounds specificallyprohibited in the Canadian Human Rights Act or other humanrights and anti-discrimination laws that apply to subsidiaries orto the Bank’s operations globally.

Employees means full-time, part-time and temporary orcontract employees of The Bank of Nova Scotia and its globalsubsidiaries. “Employees” may also include certain independentcontractors who, while not technically employees within themeaning of applicable labour or tax laws, have been identifiedby Compliance as being subject to the Scotiabank Guidelines forBusiness Conduct.

A fiduciary is someone who has undertaken to act for thebenefit of another and is in a position of trust.

Information barriers are the policies, procedures and processesthat collectively create barriers restricting access to insideinformation. This refers in particular to the practice of separatingemployees whose jobs make it likely they will encounter insideinformation from research, sales and trading employees.

Inside information is material information that has not beengenerally disclosed to the public. See also “material information”.

Insider trading is the legally prohibited activity of purchasing orselling securities of a public company, or derivatives linked tothat company’s securities, with the knowledge of insideinformation. See “inside information” and “tipping.”

Laws include any applicable legislation, statutes, regulations,policies, rules and codes of conduct established bygovernmental, legal or regulatory authority, or by any self-regulatory or industry association by which the Bank or asubsidiary is or has agreed to be bound.

Legal Department means your local or subsidiary LegalDepartment, or Legal Department Executive Offices (Toronto).

Manager means your branch manager, department manager,supervisor or unit head. See also the “Pathways to Resolution”guide.

Material information is information which would reasonablybe expected to significantly affect the market price or value of acompany’s securities. It can also be information that an investorwould likely consider important in deciding whether to buy orsell a company’s securities.

Money laundering is defined as the process of concealing theexistence, illegal source, or application of income derived fromcriminal activity, and the subsequent disguising of the source ofthat income to make it appear legitimate.

Pathways to Resolution guide means the Bank’s publishedguide, “Pathways to Resolution”. Subsidiary employees shouldread this and words such as “Manager”, “department head” or“supervising office” in the context of their subsidiary’sorganizational structure and escalation processes.

Personal information (see also “confidential information”)means information about an identifiable individual customer oremployee of Scotiabank. This may include, without limitation, theindividual’s name, address, signature, date of birth, gender,government-issued identification number (e.g. on a driver’spermit or passport), income, assets, liabilities, financial accountnumbers, source of funds, payment records, employee number,personal references and health information. Whether or notcredit or other services have been extended, and opinionscontained in credit or employee files is also personal information.In general, personal information includes any information thatcould be used to commit identity theft or other forms of fraud.

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Personal information does not include the name, title, businessaddress or telephone number of an employee of Scotiabank. Allother information about or received from individual customers oremployees should be presumed to be personal informationunless the contrary is clear.

Policies, procedures, and processes refer to all applicablemanuals, handbooks, job aids, forms, policies, practices,procedures, processes, standards, programs and requirements asimplemented by the Bank or a subsidiary.

Scotiabank refers to The Bank of Nova Scotia and all of itssubsidiaries.

Subsidiaries means subsidiaries of The Bank of Nova Scotia.

Terrorist financing means using, transferring, transmitting ordealing with funds or property intended to support terroristactivities.

Tipping is passing “inside information” about a company toanother person, except where the conveyance of theinformation is in the necessary course of business. See “insideinformation” and “insider trading”.

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ISSUE ADDITIONAL SOURCES OF GUIDANCE AND ADVICE

Accounting and auditing concerns, suspectedfraudulent activity and whistleblowingretaliation / retribution

The Chief Auditor or Submit a confidential, anonymous report through the Whistleblower Policy website atwww.gcs-whistleblower.com (English, French or Spanish language)or Refer to the Whistleblower Policy and Procedures

Criminal activity (known or suspected) Your designated Security and Investigation Department or Security and Investigation Department (Toronto)

Customer complaint resolution policies orprocedures

In Canada: Office of the President1-877-700-0043 (English)1-877-700-0044 (French)E-mail: mail.president@scotiabank.comor All others: Your designated Compliance Department

Conflict of interest (Bank insider and corporateclient conflicts)

Compliance Control Room (Toronto)

Conflict of interest (other) Your designated Compliance Department or Global Compliance Executive Offices (Toronto)E-mail: business.conduct@scotiabank.com

Harassment Employee Relations, through your local Human Resources Call Centre or Your local Human Resources Department

Inside information, information barriers, tradingrestrictions and insider trading

Compliance Control Room (Toronto)

Legal matters Your designated Legal Departmentor Legal Department Executive Offices (Toronto)

Key Sources of GUIDANCE AND ADVICE* If you have questions or concerns, or wish to report something toa more senior officer within the Bank, use one of the options in the Pathways to Resolution guide. If this is not feasible, or ifyou require additional assistance, consult one of the sources listed below.

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ISSUE ADDITIONAL SOURCES OF GUIDANCE AND ADVICE

Media enquiries Your designated Public Affairs Department orPublic, Corporate and Government Affairs Executive Offices (Toronto)

Money Laundering / Terrorist Financing (Knownor Suspected)

Your designated Anti-Money Laundering Compliance OfficerorAnti-Money Laundering Unit (Toronto)E-mail: amlu@scotiabank.com

Off-the-record, confidential advice regardingworkplace concerns

Staff Ombuds Office Phone (from Canada and the U.S.): 1-800-565-7810 (English, Spanish)1-800-565-7804 (French)Phone (International – Call collect during Toronto business hours):1-416-866-4330 (English, Spanish, French)Email: staff.ombudsman@scotiabank.com

Privacy (customer), including releasinginformation about customers and breaches ofcustomer privacy

The Canadian Branch Network: Your designated Manager, Operations, Shared ServicesAll others: Use one of the options in the Pathways to Resolution guide or contact yourdesignated Compliance Departmentor Global Compliance Executive Offices (Toronto)E-mail: privacy@scotiabank.com

Privacy (employee), including breaches ofemployee privacy

Contact your designated Compliance Departmentor Chief Employee Privacy Officer (Toronto)

Releasing information about Scotiabank Your manager, supervising office or department head

Safeguarding Scotiabank facilities and assets Your designated Security and Investigation Departmentor Security and Investigation Department (Toronto)

Safeguarding electronic information andcomputer assets

Information Security and Control Executive Offices (Toronto)E-mail: asksecurity@scotiabank.com

Workplace issues or concerns Contact Employee Relations, through your local Human Resources Call Centre or Yourlocal Human Resources Department

* Note: Individual business units are encouraged to create and circulate a customized Key Sources of Guidance and Advice document using this template.

TMTrademark of The Bank of Nova Scotia, used under license where applicable.

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