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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.


Brian M. Levitt
William E. Bennett
Karen E. Maidment
Alan N. MacGibbon
Responsibility for corporate governance of TD:
  • Set the criteria for selecting new directors and establish 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 and recommend candidates to fill vacancies on the Board that occur between meetings of the shareholders.
  • Develop and 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 non-management directors of TD.
  • Satisfy itself that TD communicates effectively, both proactively and responsively, with its shareholders, other interested parties and the public.
  • Oversee the evaluation of the Board and Committees.
  • Oversee an orientation program for new directors and continuing education for directors.
  • Monitor the functions of the Ombudsman, including by reviewing with the Ombudsman periodic reports on the activities of the Office of the Ombudsman.

Karen E. Maidment
Amy W. Brinkley
Mary Jo Haddad
Brian M. Levitt
Nadir H. Mohamed
Responsible 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.
  • Monitor the TD's compensation strategy, plans, policies and practices for alignment to the Financial Stability Board Principles for Sound Compensation Practices and Implementation Standards, including the appropriate consideration of risk.
  • Oversee a robust talent planning and development process, including review and approval of the succession plans for the senior officer positions and heads of control functions.
  • Review and recommend the CEO succession plan to the Board of Directors for approval.
  • Produce a report on compensation which is published in TD's annual proxy circular, and review, as appropriate, any other related major public disclosures concerning compensation.
  • Oversee the strategy, design and management of TD's employee pension, retirement savings and benefit plans.

William E. Bennett
Amy W. Brinkley
Colleen A. Goggins
David E. Kepler
Alan N. MacGibbon
Karen E. Maidment
Supervising the management of risk of TD:
  • Approve the Enterprise Risk Framework (ERF) and related risk category frameworks and policies that establish the appropriate approval levels for decisions and other measures to manage risk to which TD is exposed.
  • Review and recommend TD’s Enterprise Risk Appetite Statement and related measures for approval by the Board and oversee TD’s major risks as set out in the ERF.
  • Review TD's risk profile and performance against Risk Appetite measures.
  • Provide a forum for "big-picture" analysis of an enterprise view of risk, including considering trends, and current and emerging risks.

Alan N. MacGibbon
William E. Bennett
Brian C. Ferguson
Jean-René Halde
Irene R. Miller
Claude Mongeau
Supervising the quality and integrity of TD's financial reporting and compliance requirements:
  • Oversee reliable, accurate and clear financial reporting to shareholders.
  • Oversee the effectiveness of internal controls including internal controls over financial reporting.
  • Directly responsible for the selection, compensation, retention and oversight of the work of the shareholders' auditor – the shareholders' auditor reports directly to this committee.
  • Receive reports from the shareholders' auditor, chief financial officer, chief auditor, chief compliance officer and chief anti-money laundering officer, and bank secrecy act officer, evaluate the effectiveness and independence of each.
  • Oversee the establishment and maintenance of policies and programs reasonably designed to achieve and maintain TD's compliance with the laws and regulations that apply to it.
  • 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 February 28, 2018