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Chair's message

Brian M. Levitt, Chairman of the Board


In 2016 TD Bank Group delivered increased reported earnings for the seventh consecutive year. We delivered increased dividends for the sixth consecutive year. We operated within our risk appetite and ended the year with strong capital and liquidity positions. For the sixth year in a row, Global Finance named TD one of the world’s safest banks and the safest bank in Canada.

While delivering excellent short term results, TD maintained focus on the medium to long term through substantial investment in technology and training, so as to enable TD to continue to deliver on its differentiated convenience and service promise to retail customers and to support the growth of our commercial and corporate clients.

TD’s success is underpinned by its values and culture. As the pace and intensity of the competition has increased, we have maintained a focus on metrics of employee and customer satisfaction, in order to be sure that our core values continue to be well understood and widely reflected throughout the Bank, particularly in our interactions with customers.

On behalf of the Board I would like to thank our Group President and CEO, Bharat Masrani, and his leadership team, as well as every one of our employees, for their hard work, wise stewardship and balanced approach to making TD the Better Bank. I also want to thank our shareholders for their ongoing support and our customers for the opportunity to serve them every day.

Brian M. Levitt
Brian M. Levitt
Chairman of the Board



The Board of Directors as at November 30, 2016, its committees and key committees’ responsibilities are listed below. Our Proxy Circular for the 2017 Annual Meeting will set out the director candidates proposed for election at the meeting and additional information about each candidate including education, other public Board memberships held in the past five years, areas of expertise/ experience, 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

Amy W. Brinkley
Consultant, AWB Consulting, LLC, Charlotte, North Carolina

Brian C. Ferguson
President & Chief Executive Officer, Cenovus Energy Inc., Calgary, Alberta

Colleen A. Goggins
Corporate Director and retired Worldwide Chairman, Consumer Group, Johnson & Johnson, Princeton, New Jersey

Mary Jo Haddad
Corporate Director and retired President and Chief Executive Officer, The Hospital for Sick Children, Oakville, Ontario

Jean-René Halde
Corporate Director and retired President and Chief Executive Officer, Business Development Bank of Canada, Montréal, Québec

David E. Kepler
Corporate Director and retired Executive Vice President, The Dow Chemical Company, Sanford, Michigan

Brian M. Levitt
Chairman of the Board, The Toronto-Dominion Bank, Toronto, Ontario

Alan N. MacGibbon
Non-executive Vice Chair, Osler, Hoskin & Harcourt LLP, Toronto, Ontario

Karen E. Maidment
Corporate Director and former Chief Financial and Administrative Officer, BMO Financial Group, Cambridge, Ontario

Bharat B. Masrani
Group President and Chief Executive Officer, The Toronto-Dominion Bank, Toronto, Ontario

Irene R. Miller
Chief Executive Officer, Akim, Inc., New York, New York

Nadir H. Mohamed
Corporate Director and former President and Chief Executive Officer, Rogers Communications Inc., Toronto, Ontario

Claude Mongeau
Corporate Director and former President and Chief Executive Officer, Canadian National Railway Company, Montréal, Québec

Committee Members1 Key Responsibilities1
Corporate Governance Committee 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 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 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; and
  • Monitoring the functions of the Ombudsman, including by reviewing with the Ombudsman periodic reports on the activities of the Office of the Ombudsman.
Human Resources Committee Karen E. Maidment
Amy W. Brinkley
Mary Jo Haddad
Brian M. Levitt
Nadir H. Mohamed

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 Chief Executive Officer (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;
  • 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; and
  • 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.
Risk Committee 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 Risk Appetite Statement and related metrics for approval by the Board and monitor TD’s major risks as set out in the ERF;
  • Review TD’s risk profile against Risk Appetite metrics; and
  • Provide a forum for “big-picture” analysis of an enterprise view of risk, including considering trends and emerging risks.
Audit Committee Alan N. MacGibbon2
William E. Bennett2
Brian C. Ferguson2
Jean-René Halde
Irene R. Miller2
Claude Mongeau2

Supervising the quality and integrity of TD’s financial reporting:

  • Oversee reliable, accurate and clear financial reporting to shareholders;
  • Oversee the effectiveness of internal controls including controls over financial reporting;
  • 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;
  • Receive reports from the shareholders’ auditor, Chief Financial Officer, Chief Auditor, Chief Compliance Officer and Global 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; and
  • Receive reports on and approve, if appropriate, certain transactions with related parties.

Additional information relating to the responsibilities of the Audit Committee in respect of the appointment and oversight of the shareholder’s independent external auditor is included in the Bank’s 2016 Annual Information Form.

1 As at November 30, 2016
2 Designated Audit Committee Financial Expert