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Corporate Governance

Committees of the Board


We have four committees of the Board of Directors. They are the Corporate Governance Committee, the Human Resources Committee, the Risk Committee and the Audit Committee. Each committee operates under a written charter that sets out its responsibilities and composition requirements. All committee members are directors who are independent under the Bank's Director Independence Policy. Reports of each committee are contained in our latest proxy circular.

 COMMITTEEMEMBERS*KEY RESPONSIBILITIES 
Corporate
Governance
Committee		Brian M. Levitt
(Chair)
William E. Bennett
Harold H. MacKay
Wilbur J. Prezzano
John M. Thompson		Responsibility for corporate governance of TD:
  • Set the criteria for selecting new directors and the Board's approach to director independence.
  • Identify individuals qualified to become Board members and recommend to the Board the director nominees for the next annual meeting of shareholders.
  • Develop and, where appropriate, recommend to the Board a set of corporate governance principles, including a code of conduct and ethics, aimed at fostering a healthy governance culture at TD.
  • Review and recommend the compensation of the directors of TD.
  • Satisfy itself that TD communicates effectively with its shareholders, other interested parties and the public through a responsive communication policy.
  • Facilitate the evaluation of the Board and Committees.
  • Oversee an orientation program for new directors and continuing education for directors.
Human
Resources
Committee		Wilbur J. Prezzano
(Chair)
Henry H. Ketcham
Brian M. Levitt
Karen E. Maidment
Nadir H. Mohamed
Helen K. Sinclair
John M. Thompson		Responsibility for management's performance evaluation, compensation and succession planning:
  • Discharge, and assist the Board in discharging, the responsibility of the Board relating to leadership, human resource planning and compensation, as set out in this committee's charter.
  • Set performance objectives for the CEO, which encourage TD's long-term financial success and regularly measure the CEO's performance against these objectives.
  • Recommend compensation for the CEO to the Board for approval, and determine compensation for certain senior officers in consultation with independent advisors.
  • Oversee a robust talent planning process that provides succession planning for the CEO role and other senior roles. Review candidates for CEO and recommend the best candidate to the Board as part of the succession planning process for the position of CEO.
  • Oversee the selection, evaluation, development and compensation of other members of senior management.
  • Produce a report on compensation for the benefit of shareholders, which is published in TD's annual proxy circular, and review, as appropriate, any other related major public disclosures concerning compensation.
Risk
Committee		Harold H. MacKay
(Chair)
William E. Bennett
Hugh J. Bolton
Amy W. Brinkley
Colleen A. Goggins
Karen E. Maidment
Helen K. Sinclair		Supervising the management of risk of TD:
  • Approve TD's risk appetite and related metrics and identify and monitor the key TD risks including liquidity and capital management.
  • Approve risk management policies that establish the appropriate approval levels for decisions and other checks and balances to manage risk.
  • Review TD's actual risk profile against risk appetite metrics and satisfy itself that policies are in place to manage the risks to which TD is exposed, including market, operational, liquidity, credit, insurance, regulatory and legal, and reputational risk.
  • Provide a forum for "big-picture" analysis of an enterprise view of risk, including considering trends and emerging risks.
Audit
Committee		William E. Bennett
(Chair)
Hugh J. Bolton
John L. Bragg
Harold H. MacKay
Irene R. Miller		Supervising the quality and integrity of TD's financial reporting:
  • Oversee reliable, accurate and clear financial reporting to shareholders.
  • Oversee internal controls – the necessary checks and balances must be in place.
  • Be directly responsible for the selection, compensation, retention and oversight of the work of the shareholders' auditor – the shareholders' auditor reports directly to this committee.
  • Listen to the shareholders' auditor, chief auditor, chief compliance officer and chief anti-money laundering officer, and evaluate the effectiveness and independence of each.
  • Oversee the establishment and maintenance of processes that ensure TD is in compliance with the laws and regulations that apply to it as well as its own policies.
  • Act as the Audit Committee and Conduct Review Committee for certain subsidiaries of TD that are federally-regulated financial institutions and insurance companies.
  • Receive reports on and approve, if appropriate, certain transactions with related parties.
* as of March 29, 2012