Chair's message

Brian M. Levitt, Chairman of the Board

TD Bank Group achieved strong financial results in 2017 with record reported earnings of $10.5 billion. The bank raised its quarterly dividend by nine percent and delivered above average Total Shareholder Return among our major five competitors over the short, medium and long-term. TD remains one of the world's safest banks and is recognized as the safest in North America by Global Finance.

We continue to invest in our communities. To celebrate Canada's 150th birthday, we launched the TD Common Ground initiative with the aim of revitalizing over 150 parks and green spaces across the country. Our commitment to the environment contributed to TD being the only Canadian bank listed in the 2017 Dow Jones Sustainability World Index, the benchmark for global leaders in economic, environmental and social responsibility.

In keeping with best practices in corporate governance, and in response to shareholder feedback, TD has adopted a new proxy access policy. This policy allows qualifying shareholders to submit one or more director nominations to be included in TD's proxy circular and form of proxy and ballot for the annual shareholders' meeting. The terms of the policy reflect developed practices in the United States as well as the requirements of the Bank Act.

This year TD undertook a review of sales practices. A leading professional services firm was engaged to provide an objective assessment of the review, and provided reports to the Risk Committee of your Board of Directors. The review did not identify evidence of a widespread problem with people acting unethically in order to achieve sales goals but identified opportunities to improve our practices. The Board has reviewed management's plans to make the identified improvements and is monitoring the plans' implementation.

On behalf of the Board I would like to thank our Group President and CEO, Bharat Masrani, and his senior colleagues for their leadership, as well as each of our 85,000 employees for their commitment to providing legendary service to our customers.

I also want to thank our shareholders for their ongoing support and our customers for the opportunity to serve them every day. We look forward to continuing to work on your behalf in 2018.


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


The Board of Directors and its Committees

The Board of Directors as at November 29, 2017, its committees and key committees' responsibilities are listed below. Our Proxy Circular for the 2018 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
AWB Consulting, LLC,
North Carolina

Brian C. Ferguson
Corporate Director and former 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, Saint-Laurent, 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
Corporate Director and 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;
  • 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; and
  • Oversee strategy, design and management of the Bank's employee pension, retirement savings and benefit plans.
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 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 against Risk Appetite measures; 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 internal 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, Chief Anti-Money Laundering Officer and Bank Secrecy Act 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 2017 Annual Information Form.

1 As at November 29, 2017
2 Designated Audit Committee Financial Expert

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