2009 Annual Report

The Board of Directors and its Committees

Our directors as at December 3, 2009, are listed below. Our Proxy Circular for the 2010 Annual Meeting will set out the director candidates proposed for election at the meeting and additional information about each candidate, including education, other principal directorships, TD committee membership, stock ownership and attendance at Board and committee meetings.

William E. Bennett Corporate Director and former President and Chief Executive Officer, Draper & Kramer, Inc., Chicago, Illinois	Hugh J. Bolton Chair of the Board, EPCOR Utilities Inc., Edmonton, Alberta	John L. Bragg Chairman, President and Co-Chief Executive Officer, Oxford Frozen Foods Limited, Oxford, Nova Scotia
W. Edmund Clark President and Chief Executive Officer, The Toronto-Dominion Bank, Toronto, Ontario	Wendy K. Dobson Professor and Director, Institute for International Business, Joseph L. Rotman School of Management, University of Toronto, Toronto, Ontario	Donna M. Hayes Publisher and Chief Executive Officer, Harlequin Enterprises Limited, Toronto, Ontario
Henry H. Ketcham Chairman of the Board, President and Chief Executive Officer, West Fraser Timber Co. Ltd., Vancouver, British Columbia	Pierre H. Lessard Executive Chairman of the Board, METRO INC., Montreal, Quebec	Brian M. Levitt Co-Chair and Partner, Osler, Hoskin & Harcourt LLP, Montreal, Quebec
Harold H. MacKay Counsel, MacPherson Leslie & Tyerman LLP, Regina, Saskatchewan	Irene R. Miller Chief Executive Officer, Akim, Inc., New York, New York	Nadir H. Mohamed President and Chief Executive Officer, Rogers Communications Inc., Toronto, Ontario
Roger Phillips Corporate Director and Retired President and Chief Executive Officer, IPSCO Inc., Regina, Saskatchewan	Wilbur J. Prezzano Corporate Director and Retired Vice Chairman, Eastman Kodak Company, Charleston, South Carolina	William J. Ryan Corporate Director and former Chairman, TD Banknorth Inc., Portland, Maine
Helen K. Sinclair Chief Executive Officer, BankWorks Trading Inc., Toronto, Ontario	Carole S. Taylor Senior Advisor, Borden Ladner Gervais LLP, Vancouver, British Columbia	John M. Thompson Chairman of the Board, The Toronto-Dominion Bank, Toronto, Ontario

Committee	Members*	Key Responsibilities
Corporate Governance Committee	John M. Thompson (Chair) Hugh J. Bolton Donna M. Hayes Roger Phillips	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.
Management Resources Committee	Wilbur J. Prezzano (Chair) Henry H. Ketcham Pierre H. Lessard 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 executive compensation as set out in this committee’s charter; Set performance objectives for the CEO that encourage TD’s long-term financial success and regularly measure the CEO’s performance against these objectives; Determine the recommended compensation for the CEO and certain senior officers in consultation with independent advisors who help this committee set competitive compensation that meets TD’s hiring, retention and performance objectives; 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 executive compensation for the benefit of shareholders, which is published in TD’s annual proxy circular, and review, as appropriate, any other major public disclosures concerning executive compensation.
Risk Committee	Harold H. MacKay (Chair) William E. Bennett Wendy K. Dobson Brian M. Levitt Wilbur J. Prezzano Carole S. Taylor	Supervising the management of risk of TD: Identify and monitor the key risks of TD and evaluate their management; Approve risk management policies that establish the appropriate approval levels for decisions and other checks and balances to manage risk; 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 risk, and reputational risk; Provide a forum for big-picture analysis of future risks, including considering trends; Critically assess TD’s business strategies and plans from a risk perspective.
Audit Committee	William E. Bennett (Chair) John L. Bragg Donna M. Hayes Irene R. Miller Nadir H. Mohamed**	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, internal auditor and the chief compliance 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 December 3, 2009 **Designated Audit Committee Financial Expert