The Board of Directors and the management of TD Bank Financial Group are committed to leadership in corporate governance. We have designed our corporate governance policies and our practices to ensure that we are focused on our responsibilities to our shareholders and on creating long term shareholder value.

We can assure you that TDBFG’s policies and practices meet or exceed applicable legal requirements. We continuously monitor all proposed new rules and modify our policies and practices to meet any additional requirements. An overview of our corporate governance structure is set out below.

This diagram is a simple overview of the corporate governance structure at TDBFG.

The Statement of Corporate Governance Practices in our Annual Report explains the roles and responsibilities of each important part of this structure, as well as other key facts about corporate governance at TDBFG. Additional information is included in our proxy circular.