Chair's Message

2011 was a year characterized by slow economic growth and increased regulatory complexities. In spite of a challenging operating environment, TD Bank Group again achieved record results thanks to the strength of its leadership team and the commitment of its employees.

Corporate governance

We believe that good governance is a cornerstone of our success at TD. For the fifth year in a row, we were recognized for our corporate governance standards by GovernanceMetrics International, which again ranked us among the top one per cent of companies it ranks worldwide.

We are proud of TD’s leadership position in board governance, and your board remains committed to continuous improvement. We regularly review and update our practices. In fiscal 2011, we updated TD’s executive compensation disclosure. I am pleased to share that the Canadian Coalition for Good Governance recognized TD’s efforts in this regard as part of its 2011 Best Practices Proxy Disclosure report with the award for Best Disclosure of Approach to Executive Compensation.

Board composition

We welcomed Karen Maidment of Cambridge, Ontario to the board in fiscal 2011. Karen brings deep industry experience and a valuable strategic perspective to the board’s Human Resources Committee and Risk Committee.

Confidence in the future

While we expect the economic conditions in the markets in which the bank operates to remain challenging, your board has the utmost confidence that the bank’s management and employees will continue to deliver superior performance and enhance the bank’s financial condition and prospects.

Throughout the financial turmoil of the recent past, the board has been continually impressed by the deep commitment of TD’s employees. They deserve our thanks for not only helping to deliver record financial results, but for their efforts in serving our customers and our communities. I want to acknowledge specifically their dedication to providing legendary service, and to responding with overwhelming support to the needs of the communities in which we operate, for example, through the TD United Way Employee Giving campaign. Their outstanding contributions speak volumes about their commitment to our communities.

I’d also like to extend my thanks to our shareholders for their continued support. Your board remains committed to working on your behalf, and we look forward to serving you in 2012.

Brian M. Levitt

Brian M. Levitt
Chairman of the Board

  • TD Bank Board of Directors
    John L. Bragg Harold H. MacKay Pierre H. Lessard Wilbur J. Prezzano Hugh J. Bolton Nadir H. Mohamed Henry H. Ketcham Karen E. Maidment John M. Thompson Helen K. Sinclair William E. Bennett Irene R. Miller Carole S. Taylor Amy W. Brinkley Wendy K. Dobson Brian M. Levitt W. Edmund Clark

    Back row: John L. Bragg, Harold H. MacKay, Pierre H. Lessard, Wilbur J. Prezzano, Hugh J. Bolton, Nadir H. Mohamed, Henry H. Ketcham, Karen E. Maidment
    Middle row: John M. Thompson, Helen K. Sinclair, William E. Bennett, Irene R. Miller, Carole S. Taylor, Amy W. Brinkley, Wendy K. Dobson
    Seated: Brian M. Levitt, W. Edmund Clark

    • John L. Bragg
      Chairman, President and Co-Chief Executive Officer,
      Oxford Frozen Foods Limited,
      Oxford, Nova Scotia
    • Harold H. MacKay
      MacPherson Leslie & Tyerman LLP,
      Regina, Saskatchewan
    • Pierre H. Lessard
      Executive Chairman of the Board,
      METRO INC.,
      Montreal, Quebec
    • Wilbur J. Prezzano
      Corporate Director and Retired Vice Chairman,
      Eastman Kodak Company,
      Charleston, South Carolina
    • Hugh J. Bolton
      Chair of the Board,
      EPCOR Utilities Inc.,
      Edmonton, Alberta
    • Nadir H. Mohamed
      President and Chief Executive Officer,
      Rogers Communications Inc.,
      Toronto, Ontario
    • Henry H. Ketcham
      Chairman, President and
      Chief Executive Officer,
      West Fraser Timber Co. Ltd.,
      Vancouver, British Columbia
    • Karen E. Maidment
      Corporate Director and former Chief Financial and Administrative Officer,
      BMO Financial Group
      Cambridge, Ontario
    • John M. Thompson
      Corporate Director and Retired Vice Chairman of the Board,
      IBM Corporation,
      Toronto, Ontario
    • Helen K. Sinclair
      Chief Executive Officer,
      BankWorks Trading Inc.,
      Toronto, Ontario
    • William E. Bennett
      Corporate Director and former President and Chief Executive Officer,
      Draper & Kramer, Inc.,
      Chicago, Illinois
    • Irene R. Miller
      Chief Executive Officer,
      Akim, Inc.,
      New York, New York
    • Carole S. Taylor
      Corporate Director,
      Vancouver, British Columbia
    • Amy W. Brinkley
      Consultant, AWB Consulting, LLC
      Charlotte, North Carolina
    • Wendy K. Dobson
      Professor and Co-Director,
      Institute for International Business,
      Joseph L. Rotman School of Management,
      University of Toronto,
      Toronto, Ontario
    • Brian M. Levitt
      Chairman of the Board,
      The Toronto-Dominion Bank and
      Counsel, Osler, Hoskin & Harcourt LLP,
      Montreal, Quebec
    • W. Edmund Clark
      Group President and Chief Executive Officer,
      The Toronto-Dominion Bank,
      Toronto, Ontario

    Committee Members* Key Responsibilities
    Corporate Governance Committee Brian M. Levitt
    Hugh J. Bolton
    Pierre H. Lessard
    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
    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
    William E. Bennett
    Amy W. Brinkley
    Wendy K. Dobson
    Karen E. Maidment
    Wilbur J. Prezzano
    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 evaluating their 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**
    Hugh J. Bolton**
    John L. Bragg
    Harold H. MacKay
    Irene R. Miller**
    Carole S. Taylor
    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 December 1, 2011.
    ** Designated Audit Committee financial expert.
  • At a glance overview

    • We have a strong, independent Chairman with a clear leadership mandate in corporate governance.
    • The Board oversees management, considers and approves on a continuous basis strategic alternatives and plans, and approves all major strategy and policy recommendations for TD Bank Group.
    • The Board is responsible for setting the tone for a culture of integrity and compliance throughout TD.
    • The Board, its committees, the committee Chairs and the Chairman of the Board operate under written charters setting out their responsibilities.
    • The Board renews itself with high calibre candidates with diverse skills and experience.
    • The Audit Committee of the Board, not management, is responsible for the relationship with the shareholders’ auditor.

    The Board of Directors and the management of TD are committed to leadership in corporate governance. We have designed our corporate governance policies and practices to be sure we are focused on our responsibilities to our shareholders and on creating long term shareholder value. We can assure you that TD’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.

    Role of the Chairman of the Board

    Brian Levitt is the non-executive Chairman of the Board at TD Bank Group. The Chairman of the Board is appointed annually by the non-management directors of the Board. He is independent and his role as Chairman of the Board is to facilitate the functioning of the Board independently of management and to maintain and enhance the quality of our corporate governance at TD. His key responsibilities are set out in the Charter of the Chairman of the Board which is available on our website. He also serves as Chair of the Corporate Governance Committee and is member of the Human Resources Committee.

    Since January 1, 2011, Mr. Levitt has been Counsel to Osler, Hoskin & Harcourt LLP. From 2001 to 2010, he served as Co-Chair of that firm. From 1991 to 2000, Mr. Levitt was the President and, subsequently, Chief Executive Officer of Imasco Limited, at the time one of Canada's largest consumer products and services companies, which included Canada Trust as one of its major holdings. In addition to being a director of Domtar Corporation Mr. Levitt serves as Chair of the Board of Trustees of the Montreal Museum of Fine Arts and Vice-Chair of the Board of the C.D. Howe Institute. Mr. Levitt served as Chairman of the Board of Domtar Inc. (predecessor of Domtar Corporation) from 2004 to 2007. Mr. Levitt has been an independent director on TD's Board since December 2008.

    Overview of corporate governance structure at TD

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

    Overview of corporate governance structure at TD

    Directors’ key responsibilities

    In addition to having the requisite skills and experience, all directors must meet the qualifications for directors set out in the Position Description for Directors of TD. Under the Position Description, directors are expected to serve TD and the long-term interests of its shareholders by supervising the management of the business and affairs of TD. In doing so, the directors are expected to:

    • meet the highest ethical and fiduciary standards;
    • demonstrate independence from management;
    • be knowledgeable and inquisitive about the issues facing TD;
    • apply good sense and sound judgment to help make wise decisions; and
    • display commitment through attendance at, preparation for and participation in meetings.

    Directors are expected to fulfill these objectives through accountability, integrity, independence, involvement, contribution and commitment to the bank and its shareholders.

    Directors are also subject to the bank’s Code of Conduct and Ethics.

    Other places to find information about corporate governance at TD

    Corporate Governance – Go to the Corporate Governance section of our website – – to find information on our corporate governance practices, including our Corporate Governance Guidelines, our Director Independence Policy, our Code of Conduct and Ethics, the Charters of our Board of Directors and each of its committees and a summary of significant differences between our governance practices and those required of U.S. domestic issuers listed on the New York Stock Exchange.

    Proxy Circular – Read our Proxy Circular – in February 2012 it will be mailed to shareholders and available on our website.

    Annual Meeting – Attend our Annual Meeting – March 29, 2012 in Toronto, Ontario (simulcast in New York, New York) – or watch the webcast through our website –


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