U.S. Securities and Exchange Commission
|o||Registration statement pursuant to section 12 of the Securities Exchange Act of 1934|
|þ||Annual report pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934|
For the fiscal year ended October 31, 2004 Commission File Number 001-31316
THE BANK OF NOVA SCOTIA
(Province or other jurisdiction of incorporation or organization)
(Primary Standard Industrial Classification Code Number (if applicable))
(I.R.S. Employer Identification Number (if applicable))
44 King St. West, Scotia Plaza 8th floor,
Toronto, Ontario, Canada M5H 1H1
(Address and telephone number of Registrants principal executive offices)
The Bank of Nova Scotia, One Liberty Plaza, 25th floor,
New York, N.Y., U.S.A. 10006
Attention: Douglas Cooper
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
|Title of each class||Name of each exchange|
||on which registered
|New York Stock Exchange|
Securities registered or to be registered pursuant to Section 12(g) of the Act.
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
(Title of Class)
For annual reports, indicate by check mark the information filed with this Form:
þ Annual information form þ Audited annual financial statements
Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report.
Preferred Shares, Series 12
Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the Exchange Act). If Yes is marked, indicate the filing number assigned to the Registrant in connection with such Rule.
Yes o 82-_______ No þ
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes þ No o
CONTROLS AND PROCEDURES
Managements responsibility for financial information contained in the Annual Report is described on page 84 of Exhibit 3, 2004 Consolidated Financial Statements. In addition, the Banks Audit and Conduct Review Committee of the Board of Directors has reviewed, and the Board of Directors has reviewed and approved the 2004 Consolidated Financial Statements and Managements Discussion & Analysis prior to release. The Bank is committed to providing timely, accurate and balanced disclosure of all material information about the Bank and to providing fair and equal access to such information. The Banks disclosure policies and practices are published on its website.
As of October 31, 2004, the Banks management evaluated the effectiveness of the design and operation of its disclosure controls and procedures, as defined under the rules adopted by the U.S. Securities and Exchange Commission (SEC). This evaluation was performed under the supervision of, and with the participation of the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO). In addition, the Banks management have assessed whether during the 2004 fiscal year there have been any significant changes in the Banks internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Banks internal control over financial reporting.
Disclosure controls are procedures designed to ensure that information required to be disclosed in reports filed with securities regulatory agencies is recorded, processed, summarized and reported on a timely basis, and is accumulated and communicated to the Banks management, including the CEO and the CFO, as appropriate, to allow timely decisions regarding required disclosure. Internal control over financial reporting is a process designed by, or under the supervision of, senior management, to provide reasonable assurance regarding the reliability of financial reporting and preparation of the Banks consolidated financial statements in accordance with Canadian generally accepted accounting principles.
The Banks management, including the CEO and the CFO, does not expect that the Banks disclosure controls or internal control over financial reporting will prevent or detect all misstatements due to error or fraud. Because of the inherent limitations in all control systems, an evaluation of controls can provide only reasonable, not absolute, assurance that all control issues and instances of fraud or error, if any, within the Bank have been detected.
Based on the evaluation of disclosure controls and assessment of changes in internal control over financial reporting, the CEO and the CFO have concluded that, subject to the inherent limitations noted above:
|||the Banks disclosure controls are effective in ensuring that material information relating to the Bank, including its consolidated subsidiaries, is made known to management on a timely basis, and is fairly presented in all material respects in this annual report; and|
|||during the 2004 fiscal year, to the best of their knowledge and belief, there have been no changes in the Banks internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Banks internal control over financial reporting.|
The Bank is continually evolving and enhancing its systems of controls and procedures. Based on current SEC rules, the CEO and CFO will be required to certify annually, commencing October 31, 2005, that they have evaluated the effectiveness of the design and operation of internal control over financial reporting and must provide an annual report on internal control over financial reporting. The shareholders auditors will be required to attest to and report on managements assessment. A significant effort is under way to meet this new reporting requirement.
AUDIT COMMITTEE FINANCIAL EXPERT
All of the members of the Banks audit committee are financially literate, and one or more members of the audit committee meet the definition of a financial expert. The Banks board of directors has determined that Mr. Ronald A. Brenneman is an audit committee financial expert and is independent, as that term is defined by the New York Stock Exchanges corporate governance standards applicable to the Bank.
The Securities and Exchange Commission has indicated that the designation of a person as an audit committee financial expert does not impose on such person any duties, obligations or liability that are greater than the duties, obligations and liability imposed on such person as a member of the audit committee and board of directors in the absence of such designation.
CODE OF ETHICS
The Bank has adopted a code of ethics, entitled Scotiabank Guidelines for Business Conduct. These guidelines have been in place for many years and apply to all directors, officers and employees of the Bank. The Scotiabank Guidelines for Business Conduct are available on the Banks Internet website at www.scotiabank.com, in the Corporate Governance section, and are available in print to any shareholder upon written request to the Secretary of the Bank. Amendments to the Scotiabank Guidelines for Business Conduct and waivers, if any, for directors and executive officers will be disclosed on the Banks website. There were no such waivers granted in fiscal 2004.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The disclosure provided in Table 29 Fees paid to the shareholders auditors on page 74 of Exhibit 2, Managements Discussion & Analysis, is incorporated by reference herein. The nature of these services is described below:
|||Audit services generally relate to statutory audit fees, other regulatory-required auditor attest services and services associated with registration statements, prospectuses, periodic reports and other documents filed with securities regulatory bodies or other documents issued in connection with securities offerings.|
|||Audit-related services include accounting consultations, due diligence reviews on acquisitions and other services related to the financial statements, but not considered part of the audit.|
|||Tax services outside of the audit scope represent consultations for transfer pricing and other international tax matters, assistance with tax credits for computer system development, capital market transactions, insurance, capital tax, global stock-based compensation plans, and assistance with the preparation of corporate and personal tax returns.|
|||Other non-audit services include translation services, derivatives-related accounting consultation, corporate recovery services, advice and assistance with problem loan accounts, and compensation surveys.|
None of the above services qualified for an exemption under paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X from the requirement that the audit committee pre-approve the services. The audit committees pre-approval policies and procedures are attached as Exhibit 5. The majority of the hours expended on the audit of the consolidated financial statements were attributable to work performed by the full-time permanent employees of the Banks independent auditors: KMPG LLP and PricewaterhouseCoopers LLP.
OFF-BALANCE SHEET ARRANGEMENTS
The disclosure provided under Off-Balance Sheet Arrangements on pages 47 and 48 of Exhibit 2, Managements Discussion & Analysis, is incorporated by reference herein. Additional information from note 2 on page 94, note 4(b) on pages 96 and 97, note 11 on page 100, note 13 on pages 102 and 103, and note 20 on pages 111 and 112 of Exhibit 3, 2004 Consolidated Financial Statements, is incorporated by reference into Off-Balance Sheet Arrangements in Managements Discussion & Analysis.
The disclosure provided under Contractual Obligations on page 61 of Exhibit 2, Managements Discussion & Analysis, is incorporated by reference herein. Additional information from note 9 on page 100, note 16 on pages 106 and 107, note 20 on pages 111 and 112, and note 21 on pages 113 to 116 of Exhibit 3, 2004 Consolidated Financial Statements, is incorporated by reference into Contractual Obligations in Managements Discussion & Analysis.
IDENTIFICATION OF THE AUDIT COMMITTEE
The Banks audit committee is composed of the following directors: Hon. Michael J.L. Kirby (Chair), Ronald A. Brenneman, M. Keith Goodrich, Hon. Barbara J. McDougall, Elizabeth Parr-Johnston, Paul D. Sobey, and Barbara S. Thomas. Ex-officio member: Arthur R.A. Scace.
Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
|Registrant:||THE BANK OF NOVA SCOTIA|
|By:||/s/ R. Waugh|
|Richard E. Waugh
President and Chief Executive Officer
Date: December 20, 2004
Exhibit No. Description
|1.||Annual Information Form dated December 20, 2004|
|2.||Managements Discussion and Analysis of Financial Conditions and Results of Operations (pages 29 through 81 of the 2004 Annual Report)|
|3.||2004 Consolidated Financial Statements (pages 83 through 124 of the 2004 Annual Report)|
|4.||The following page of the 2004 Annual Report is also incorporated by reference into the Annual Information Form:|
|Principal Subsidiaries (page 125 of the 2004 Annual Report)|
|5.||Audit Committee Pre-Approval Policies and Procedures.|
|8.||Comments by Auditors for U.S. Readers on Canada U.S. Reporting Differences|
|9.||Certifications required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the U.S. Sarbanes-Oxley Act of 2002.|
|10.||Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the U.S. Sarbanes-Oxley Act of 2002.|