Bank of Nova Scotia CEO Rick Waugh took home $10.6 million in pay last year, according to the company’s new proxy circular.

Waugh’s total compensation is down from $13.75 million last year, but this is largely because he received nothing in pension value in 2011, compared with over $3 million in 2010. In 2011, his base salary rose from $1.2 million to $1.5 million, and various forms of variable compensation were more or less in line with 2010 numbers.

The bank’s other top executives also saw their total compensation more or less unchanged from last year. The only exception is vice chairman and chief operating officer, Sarabjit Marwah, who earned $5.3 million in 2011, up from $2.3 million in 2010; but again this was due to shifting pension values, which subtracted $2.2 million from his total compensation last year.

The proxy notes that Waugh and Marwah will have in excess of 35 years of service at their normal retirement date, and they are covered by legacy retirement agreements not offered to new or other current executives.

Also on the executive pay front, Michael Durland and Stephen McDonald, co-CEOs of Scotia Capital, took home $7.25 million and $5.15 million, respectively.

The proxy also includes just three shareholder proposals from shareholder advocacy group, the Mouvement d’éducation et de défense des actionnaires, which management calls on shareholders to reject.

The proposals include calls to require executive officers to only exercise their options after meeting quantifiable goals such as earnings per share growth, return on shareholders’ equity or other extra-financial indicators deemed relevant by the compensation committee; that peer group comparisons of the named executive officers be disclosed; and, that the compensation committee be composed of a group of directors whose combined relevant experience reaches seven years on average.