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 Disclosure of Corporate Governance Practices Excerpt from Proxy Circular published February 21, 2008 for the Annual Meeting on April 3, 2008 DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES Our Board of Directors and management believe that sound corporate governance practices contribute to managing the Bank effectively and to achieving our strategic and operational plans, goals and objectives. The Board’s corporate governance policies and practices are consistent with National Policy 58-201 — Corporate Governance Guidelines and focus on its responsibilities to the Bank’s shareholders and on creating long-term shareholder value. Because we are regulated by the Office of the Superintendent of Financial Institutions (OSFI), these policies and practices also comply with OSFI’s Corporate Governance Guideline. Lastly, these policies and practices take into account rules of the New York Stock Exchange (NYSE) and the U.S. Securities and Exchange Commission although they do not all directly apply to us. The governance framework includes the Charters and key practices of the Board and its Committees and a set of Corporate Governance Guidelines published on our website at www.td.com/governance/index.jsp. You can find additional governance information on our website, including the Code of Conduct and Ethics, the Disclosure Policy, the Director Independence Policy, the Position Description for Directors, the Position Description for the CEO, and the Charters of the Board, its Committees and their Chairs, and the Chairman of the Board. The Corporate Governance Committee reviews this statement of corporate governance practices each year and recommends it to the Board for consideration and approval. Board of Directors For information on directors standing for nomination, such as other public company boards they serve and their attendance record for all Bank Board and Committee meetings during fiscal 2007, please see pages 6 through 12 of this circular. Director Independence The Board believes that to be effective it needs to operate independently of management. This means that a large majority of the Board and all Committee members are not part of management and do not have relationships with the Bank that would make them personally beholden to the Bank and consequently interfere with their independent judgment. Currently, an overwhelming majority of our directors are independent. Of the 17 nominees proposed for election, 15, or 88%, are “independent” under the Bank’s Director Independence Policy (available at www.td.com/governance/other_policies.jsp) and the corporate governance guidelines of the Canadian Securities Administrators (CSA Guidelines), and are not “affiliated” under the Bank Act (Canada). Each current Audit Committee member meets additional independence criteria under our Policy and applicable law. Because of their management positions, Edmund Clark and William Ryan are not “independent” under our Policy and the CSA Guidelines, and are “affiliated” under the Bank Act. The Board adopted its Director Independence Policy in 2005; and delegated responsibility to the Corporate Governance Committee for:
How we determine independence Directors must complete detailed questionnaires about their individual circumstances. Directors who have a material relationship with the Bank, and management directors, are not considered independent under the Policy. To determine if a director has a material relationship with the Bank, the Corporate Governance Committee looks at the nature and importance of the director’s Bank connections. Relationships through outsourcing, consulting, legal, accounting and financial services are particularly scrutinized. The Committee also takes into account people or organizations the director is related to, such as a spouse or an employer where the director is an executive. The Committee then considers whether the director could reasonably be expected to be objective about management’s recommendations and performance. The goal is that a large majority of directors will not have their loyalty to the Bank and our shareholders compromised by any other relationship they may have with the Bank. While not required to do so, the Committee also considers the director independence standards that apply to NYSE-listed U.S. domestic issuers. Except for the management directors, Edmund Clark and William Ryan, all current directors and all director nominees would be considered independent under the NYSE standards if they applied to the Bank. In addition to the Director Independence Policy, the Board has implemented the following policies and practices:
Board members understand that independence also means preparation for meetings, understanding the issues, strength, integrity and an inquiring mind. Chairman of the Board The Chairman of the Board’s role is to facilitate the functioning of the Board independently of management and to maintain and enhance the quality of our corporate governance. His key responsibilities are set out in the Charter of the Chairman of the Board, which is available on our website at www.td.com/governance/charters.jsp. The Chairman must be independent and, as stated above, is appointed by the non-management directors of the Board annually. The Chairman chairs every meeting of the Board (including the in-camera sessions) and the Corporate Governance Committee, and the annual meeting of shareholders. Our Chairman of the Board is John M. Thompson. Mr. Thompson has been the Chair since 2003 and is not currently, and has not been, the Chair of any other public company. For more information on Mr. Thompson, please see his table in the section entitled “Director Nominees” on page 11 of this circular or our website at www.td.com/governance/chair.jsp. Shareholders’ Meeting The Chairman of the Board chairs and is available to answer questions at our annual shareholders’ meetings. Directors are expected to attend annual shareholders’ meetings where possible. Last year, all but one of the directors standing for election attended the annual meeting. Board Mandate The Board’s responsibility is to enhance the Bank’s long-term value for our shareholders. Our employees, managers and officers execute the Bank’s strategy under the direction of the Chief Executive Officer and the oversight of the Board of Directors. Shareholders elect the Board to oversee management and to assure that the long-term interests of shareholders are advanced responsibly. This includes addressing the concerns of other stakeholders and interested parties, including employees, customers, regulators, our communities and the public. The Board’s responsibilities are set out in its Charter and include the following:
The Board’s Charter is incorporated by reference into this circular and has been filed with securities regulators on SEDAR (www.sedar.com) and EDGAR (www.sec.gov) and, as stated above, is available on our website at www.td.com/governance/charters.jsp. In addition, shareholders may obtain a free copy promptly by contacting TD Shareholder Relations — see the back cover of this circular. The Bank Act requires certain important matters to be brought before the Board. The Board has also chosen to reserve certain other key decisions to itself. Under its Charter, the Board has an obligation to oversee the sufficiency of the checks and balances on management. To that end, the Board has established approval criteria for management for the extension of new credit, investment decisions for our securities portfolios, capital spending, operational risk, executive compensation, trading/market risk and issuing Bank securities. The Board has also put in place formal policies for approving material business acquisitions and investments and major outsourcing projects. Finally, the Board has complete authority over certain other transactions out of the ordinary course of business, fundamental changes and approving financial statements prior to release to shareholders. Strategic Planning Process The Board is responsible for overseeing the execution and fulfillment of our strategy and fundamental goals. This responsibility includes adopting a strategic planning process; and continuously considering and approving strategic alternatives and plans that management presents. The Board assesses the Bank’s major opportunities and risks; oversees the implementation of strategic plans; and monitors performance against such plans. Principal Risks The Risk Committee of the Board identifies and monitors the key risks of the Bank and evaluates how they are managed. Please see pages 59 through 70 of the Bank’s 2007 Annual Report for a list of the principal risks identified and the structures and procedures in place to manage them. The Annual Report is available on our website at www.td.com/investor/index.jsp. Corporate Social Responsibility For a description of our approach to corporate social responsibility, see page 132 of the Bank’s 2007 Annual Report and read our most recent Corporate Responsibility Report, which is also available on our website at www.td.com/corporateresponsibility/reporting.jsp. Succession Planning The Board and Management Resources Committee are responsible for CEO succession planning and for satisfying themselves that succession planning is in place for all other key executive roles. This includes identifying potential succession candidates and development plans for the CEO; and fostering management depth by rigorously assessing candidates for other senior positions. Communication Policy The Corporate Governance Committee’s responsibilities include satisfying itself that we communicate effectively and responsively with our shareholders, other interested parties and the public. Our commitment to providing timely, accurate and balanced disclosure of all material information to a broad audience is laid out in our Disclosure Policy. The Corporate Governance Committee annually reviews this Policy and receives a report from management, including members of the Disclosure Committee, detailing disclosure issues that have arisen in the past year. A copy of the Policy is available on our website at www.td.com/governance/other_policies.jsp. The Board or a Committee of the Board oversees communications with shareholders and other stakeholders. This includes reviewing and/or approving key disclosure documents such as the quarterly and annual financial statements, the Annual Report, the Annual Information Form, the Management Proxy Circular and the Corporate Responsibility Report. Internal Controls Management’s report on internal control over financial reporting and related information is available starting on page 75 of the Bank’s 2007 Annual Report on our website at www.td.com/investor/index.jsp. Developing the Bank’s Approach to Corporate Governance The Board believes our success is based on a culture of integrity which starts with the principle of the “tone at the top”. As set out in its Charter, the Board is responsible for setting the tone for a culture of integrity and compliance throughout the Bank. The Board expects the highest level of personal and professional integrity from our Chief Executive and other executive officers. The Board also monitors the effectiveness of our corporate governance practices and approves any required changes. The Corporate Governance Committee keeps abreast of the latest regulatory requirements, trends and guidance in corporate governance and updates the Board on corporate governance issues as necessary. The framework for governance at the Bank is based on Corporate Governance Guidelines recommended by the Corporate Governance Committee together with the Charters and key practices of the Board and its Committees. Measures for Receiving Stakeholder Feedback The Audit Committee monitors a financial matters whistleblower program which establishes a confidential and anonymous communication channel for employees and other stakeholders worldwide to raise concerns about accounting, internal accounting controls or auditing matters for the Bank. A description of the program is available on our website at www.td.com/governance/whistleblower.jsp. Management and the Corporate Governance Committee carefully review shareholder proposals and feedback and provide regular opportunities for shareholders to communicate with management or the Board. All these inputs help the Board understand how we are doing and guide future governance innovations. Shareholders may communicate directly with the independent directors through the Chairman of the Board, by writing to: Position Descriptions The Corporate Governance Committee annually reviews written position descriptions for directors that the Board has approved and recommends amendments if required. The Board has also approved Charters for the Chairman of the Board and for the Chairs of the Board Committees. These documents are available on the Bank’s website at www.td.com/governance/charters.jsp. The Management Resources Committee has developed a written position description for the Chief Executive Officer which the Board approved and the Committee reviews annually. The Committee also annually reviews the CEO’s corporate goals and objectives which include performance indicators relevant to the CEO’s compensation. The Board approves such goals and objectives on the Committee’s recommendation. Orientation and Continuing Education Orientation We hold a comprehensive education session to orient new directors and as a refresher for other directors. At this session, members of our executive management team present and answer questions on how the Bank is managed, our key businesses, strategic direction, human resources, information technology, regulatory environment and the significant issues and key risks we face. All new directors receive a Director’s Orientation Manual that is tailored to the individual director’s needs and areas of interest, taking into consideration which Committee the director is joining. All director orientation reference material binders include:
In addition, new directors are assigned a “buddy” director for the director’s first three meetings to answer questions and provide contextual information to better understand materials, presentations and processes. New directors are also offered an opportunity to attend a few site visits (e.g. retail branch, operations center and trading floor). Continuing Education The Corporate Governance Committee oversees continuing education for directors and is a resource for ongoing education about directors’ duties and responsibilities. It satisfies itself that prospective candidates fully understand the role of the Board and its Committees and the contribution expected of individual directors. In addition, presentations are regularly made to the Board on different aspects of our operations, and periodically on topical areas to assist directors in fulfilling their responsibilities. In the past year, the Board has participated in “Deep Dive” sessions on particular aspects of our businesses and overall strategy. Each Deep Dive includes an element of general education as context for the discussions (e.g., the industry; competitors; trends; and risks/opportunities) and a hindsight component. Directors also have complete access to management to understand and keep up to date with our business and for any other purposes that may help them fulfill their responsibilities. Lastly, directors are regularly canvassed on specific topics, trends or best practices relevant to the Board as a whole or to a specific Committee that they would like to learn more about. In the past year, management presented to the Board or its Committees on various aspects of financial reporting, securitizations, macro-economic risk trends, fair value disclosures, our environmental framework, Basel II, our global reporting initiative, and our revamped corporate responsibility report; and an independent consultant, Frederic W. Cook & Co., talked about trends in executive compensation governance. In addition, all directors were enrolled as members in the Institute of Corporate Directors (ICD) — giving them access to ICD’s publications and events to enhance their knowledge of directors’ responsibilities and current governance trends. Ethical Business Conduct As a responsible business enterprise and corporate citizen, we are committed to conducting our affairs to the highest standards of ethics, integrity, honesty and fairness, and professionalism — in every respect, without exception, and at all times. While reaching our business goals is critical to our success, equally important is the way we achieve them. There are a number of policies and procedures in place, including the Code of Conduct and Ethics and insider trading policies, that encourage and promote a culture of ethical business conduct at the Bank. Code of Conduct and Ethics Our Code of Conduct and Ethics applies at all levels of the organization, from major decisions made by the Board of Directors, to day-to-day transactions in branches. The Code has been filed with securities regulators on SEDAR (www.sedar.com) and EDGAR (www.sec.gov). Any shareholder may obtain a copy from our website at www.td.com/governance/other_policies.jsp or by contacting TD Shareholder Relations at the address on the back cover of this circular. The Code establishes the standards that govern the way directors, officers and employees deal with each other, our shareholders, customers, suppliers, competitors and communities. Within this framework, directors, officers and employees are expected to exercise good judgment and be accountable for their actions. Compliance with the Code is part of every officer’s and employee’s employment contract with the Bank. All directors, officers and employees are required to review and attest to compliance with the Code annually. The Corporate Governance Committee annually reviews the Code, and the Audit Committee receives an annual report on the attestation process confirming compliance with the Code. The Board and its Committees oversee the culture of integrity or ’tone at the top’ we’ve established throughout the Bank, including compliance with our policies and procedures for ethical personal and business conduct. The Corporate Governance Committee receives a periodic report setting out the various policies and structures that enable the Board and its Committees to fulfill this oversight function. Insider Trading Policies We have robust safeguards in place that are monitored by trained and experienced compliance officers to help ensure that all executive officers and other officers and employees in key positions do not inadvertently engage in insider trading. Certain officers (including the Named Executive Officers listed in the “Summary Compensation Table” on page 31 of this circular) are required to pre-clear any securities trade with Bank compliance officers no less than two business days in advance of the date of the transaction. Bank compliance officers have access to records of the trading accounts in which these individuals hold any securities. Trading in Bank securities is restricted during closed “window periods” that span the period when our financial results are being compiled but have not yet been released to the public. Insiders, as required by law, must file insider trading reports via the internet-based System for Electronic Disclosure by Insiders (SEDI). In addition, the Named Executive Officers must pre-disclose to the public, by way of a press release, any intention to trade in our common shares, including the exercise of options, no less than five business days in advance of the date of the transaction. Director Conflict of Interest Directors may not be elected if they have a potential or actual conflict of interest that is incompatible with service as a director. An example is a material interest in an entity that competes directly with a core activity of the Bank. Directors must provide the Bank with complete information on all entities in which they have a material interest so that any conflicts they may have regarding these entities can be identified. In addition, directors complete an annual questionnaire that includes questions on material interests with the Bank. The Corporate Governance Committee receives reports whenever there is a conflict of interest or potential conflict of interest between a director and the Bank. The Committee determines an appropriate course of action for the director, always with a view to the best interests of the Bank. Where a director’s conflict of interest is manageable (for example, by the director being absent for certain deliberations of the Board), the director may be eligible for election and the Corporate Governance Committee will monitor any conflict. Should any conflict become incompatible with service as a director, the director must offer his or her resignation. Nomination of Directors The Board satisfies itself that the directors, taken as a whole, have the right skills, experience and capabilities to meet the challenges we face. Each year, the Board recommends the director nominees to shareholders who can vote on each director nominee at the annual meeting. The recommendation is based on careful examination of its own composition, including issues relating to its size, and balances factors such as age, geographical, professional, and industry representation. For example, it selects director candidates who will be able to satisfactorily represent the Bank domestically and internationally where we carry on business, and who have a broad spectrum of educational backgrounds and expertise. Every effort is made to promote diversity on the Board, including by advancing women and minorities and people with disabilities. Additionally, the composition of the Board must meet Bank Act residence and affiliation requirements. The Corporate Governance Committee, which is composed entirely of independent directors, determines the skills, qualities and backgrounds the Board needs to fulfill its many responsibilities with a view to diverse representation on the Board. The Corporate Governance Committee closely monitors Board and Committee composition and succession issues, particularly future director recruitment needs. It constantly assesses existing directors’ competencies and skills in light of the opportunities and risks facing the Bank. It seeks candidates to fill any gaps in the skills, qualities and backgrounds of Board members and rigorously assesses a candidate’s ability to make a valuable contribution to the Board. This includes considering whether each new nominee can devote sufficient time and resources to his or her duties as a Board member. Directors must be committed to diligent attendance at Board and Committee meetings, and to full preparation for and participation in such meetings. If a director attends fewer than 75% of Board and Committee meetings, the Corporate Governance Committee will inquire into the situation and take steps to work with the director to improve attendance. Attendance is also taken into consideration in the nomination process. While we do not restrict the number of public company boards that a director may serve on, each director must devote sufficient time to carrying out his or her duties effectively. Each director also commits to serve on the Board for an extended period of time if elected. The Board is required to have a minimum of 12 directors. The Corporate Governance Committee recommends the exact size of the Board which is then set by directors’ resolution before each annual shareholders’ meeting. The Board size may be changed by the Board from time to time between annual meetings. In considering Board size, the Board balances the competing goals of keeping the Board size small enough for effective discussions yet offering adequate representation to meet the demands of Board and Committee work in the context of our business and operating environment. In addition to having the requisite skills and experience and meeting Bank Act requirements, all directors must meet the qualifications for directors set out in the Position Description for Directors which is available on our website at www.td.com/governance/charters.jsp. The nominees identified in this circular under the heading “Director Nominees” were recommended to the Board by the Corporate Governance Committee. The Committee also recommends candidates to fill any positions on the Board that may arise between annual meetings. The Corporate Governance Committee identifies possible candidates to join the Board. On occasion it may engage independent consultants to help in this task. The Board regularly looks at potential candidates even when it does not have an immediate vacancy and maintains a list to draw upon should a need arise. Term Limits
The Board believes it should reflect a balance between experience and learning on the one hand, and the need for renewal and fresh perspectives on the other. Directors are expected to serve up to a maximum of 10 years, assuming they receive solid annual performance assessments, are annually re-elected by the shareholders, and meet the other requirements of our Corporate Governance Guidelines. In certain circumstances, and on the Corporate Governance Committee’s recommendation, the Board may extend a director’s initial 10-year term limit by an additional 5 years, for a maximum total term limit of 15 years. In the most exceptional circumstances, the Board may extend a director’s term limit for a further five years. For current directors, term limits started from September 23, 2004, when the policy was implemented, or their respective first election dates, whichever came later. Retirement Age If a director has reached the retirement age of 70 but has not served his or her 10 year term, the Board may make a one-time decision to extend the director’s service until the end of his or her 10-year term or age 75, whichever comes first. This decision is always subject to solid annual performance assessments and annual re-election by the shareholders. Majority Voting Policy If a nominee in an uncontested election receives a greater number of shares withheld than shares voted in favour of his or her election he or she must promptly tender his or her resignation to the Chairman of the Board. The resignation takes effect as soon as the Board accepts it. The Corporate Governance Committee quickly considers the director’s offer to resign and recommends whether the Board should accept it. Before making its recommendation, the Corporate Governance Committee evaluates the best interest of the Bank and its shareholders and considers a number of factors including: cures for the underlying cause of the withheld votes; the skills and attributes of the director and the overall mix of skills and attributes of the Board; and whether accepting the resignation would cause the Bank to fail to meet any applicable listing or regulatory requirement. The Board has 90 days to make a final decision and announce it through a press release. The director does not participate in any Committee or Board deliberations on the resignation offer. Compensation Governance Director Compensation The Corporate Governance Committee, which is composed entirely of independent directors, reviews director compensation to satisfy itself that it is competitive in the marketplace and aligns directors’ and shareholders’ interests. The Board determines the form and amount of director compensation based on the Corporate Governance Committee’s recommendation. There is further information on director compensation in this proxy circular on page 13 under the heading “Compensation of Directors”. Executive Compensation The Management Resources Committee, also composed entirely of independent directors, oversees our executive compensation program. Our executive compensation program is designed to attract and retain executives; reward performance; align the interests of executives with those of shareholders; allow for effective succession of key executive positions by retaining and developing key resources; and motivate performance by linking executive compensation with the achievement of specific strategic business objectives and our performance as a whole. The Management Resources Committee, in consultation with the Committee’s independent advisor, reviews, approves and advises the Board on the total salary, annual incentive, and mid- and long-term compensation (including equity-based compensation) of certain executive officers. These include the Named Executive Officers listed in the “Summary Compensation Table” on page 31 of this circular. The Committee reviews the executive compensation disclosure in the circular before the Board approves it and makes it public. We strive to be a market leader on governance issues and have adopted certain executive compensation practices that align to current best practices:
Information on the Committee’s independent advisor, Frederic W. Cook & Co., is on page 17 of this circular. CEO Compensation The Management Resources Committee and the Chairman of the Board annually assess the Chief Executive Officer’s performance against pre-defined goals and objectives. In consultation with the Committee’s independent advisor, they then recommend to the Board the CEO’s total salary and incentive (including mid- and long-term and equity based) compensation. The CEO’s evaluation includes an assessment of his personal integrity as well as the culture of integrity he and other executive officers have established throughout the Bank. For a detailed analysis of the CEO’s compensation in 2007, see the section entitled “CEO Performance and Compensation” on page 28 of this circular. Other Board Committees The Board has the following Committees: Audit; Corporate Governance; Risk; and Management Resources. More information on these Committees can be found starting on page 15 of this circular. All Committee members are “independent” directors under the Director Independence Policy and CSA Guidelines. The Charter of each of the Board’s four Committees sets out composition requirements. The Corporate Governance Committee recommends the composition of each Committee. Each independent director should serve on at least one Committee each year. The Board approves the composition of Committees and can remove members in accordance with applicable rules and regulations, and any other relevant considerations. In determining appropriate membership on Committees, the Corporate Governance Committee tries to strike a balance between having members with adequate experience and expertise on the Committee and rotating membership to bring in new ideas and insights. Each Committee can conduct all or part of any meeting in the absence of management. As stated earlier, each Committee includes such sessions on regularly scheduled meeting agendas. For example, the Audit Committee meets independently with each of the Chief Financial Officer, Chief Auditor, Chief Compliance Officer and the shareholders’ auditor and on its own at each of its regularly scheduled quarterly meetings. Each Committee also may engage independent advisors, paid for by the Bank, to provide expert advice. Each year the Committees review their Charters to satisfy themselves that they meet or exceed regulatory and shareholder obligations, and are operating effectively. The Corporate Governance Committee reviews changes which are then approved by the Board. Currently, each Committee establishes annual objectives or key goals as a focus for its core responsibilities and activities, and to help prioritize the Committee’s time and effort throughout the year. The Committees measure progress against their objectives throughout the year. The Charter for each Committee is available on our website at www.td.com/governance/charters.jsp. Assessments The Board annually evaluates the effectiveness of the Board and its Chairman, its Committees and their Chairs, individual directors, and the Chief Executive Officer. The evaluation of individual directors involves a self-evaluation and peer review. The Corporate Governance Committee and the Chairman of the Board working with the Corporate Secretary and an independent consultant facilitate annual feedback to the Board. The Board’s approach to feedback is meant to be constructive and to ensure that the right programs are in place for continuously improving directors’ individual skills and the Board’s and its Committees’ functioning and effectiveness. Board and Individual Director Feedback Directors complete an annual Feedback Survey on Board effectiveness and performance. Directors are also asked to consider what works well at the Board, what could be done differently, and what the Board’s top priorities in the coming year should be. Consolidated results are then reviewed with the Chairman of the Board to identify trends and possible actions. Concurrently, the Chairman of the Board has a one-on-one open discussion with each director about the performance and development needs of the Board, its Committees and the individual. These discussions are on a rolling basis, one year focusing on receiving feedback and the second year on providing feedback to directors. The Chairman of the Board leads a preliminary discussion with the Corporate Governance Committee to review the feedback report and propose action plans to address any development opportunities highlighted by the Survey results. The Chairman of the Board then leads an in-camera discussion of the results and the proposed action plans with the non-management members of the Board. The Corporate Governance Committee monitors the implementation of the action plans throughout the year. Committee and Committee Chair Feedback The Board Feedback Survey asks directors to comment on the effectiveness and operations of the Committees on which they sit and of the Chairs of the Committees. The consolidated results are discussed in-camera by each Committee. Each Committee then sets key goals or objectives to respond to any development opportunities identified through the results. Each Committee monitors its key goals and objectives throughout the coming year. The Corporate Governance Committee also monitors how well other Committees implement their key goals or objectives throughout the year. It identifies recurring themes across Committees that need to be dealt with at a governance level. As a result of last year’s feedback, one of the Corporate Governance Committee’s 2007 objectives was to oversee continued improvement in Board and Committee processes for agenda timeliness, advance materials, and presentations. A Board/Committee Process Protocol was developed as a guideline for all participants in Board and Committee meetings. The Chairman of the Board and the Corporate Secretary developed the Process Protocol with the input and endorsement of the Committee Chairs. All meeting participants received a copy of the Process Protocol and the Corporate Governance Committee monitors its implementation and provides feedback to management. Chairman of the Board Feedback As part of the Survey, directors are asked to annually assess and comment on the Chairman of the Board’s performance. An independent consultant consolidates individual responses. The Chairman of the Management Resources Committee leads an in-camera discussion with the Board (with the Chairman absent) and subsequently meets with the Chairman of the Board to provide feedback. Chief Executive Officer Assessment The annual Survey also asks directors to assess and comment on the Chief Executive Officer’s performance. Again, the independent consultant consolidates the responses. The Chairman of the Board leads an in-camera discussion of the results with the Management Resources Committee and then with the Board (with the Chief Executive Officer absent). Subsequently, the Chairman of the Board meets with the Chief Executive Officer to provide feedback. 360° Feedback by Management In all cases (assessment of the Board, its Committees and Chairs, the Chairman of the Board and the Chief Executive Officer), senior executive management team members are asked to complete a Survey and to provide candid feedback as part of the process. These completed Surveys are consolidated and incorporated in the various feedback reports. Posted February 2008 |
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