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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.

  COMMITTEE MEMBERS* KEY RESPONSIBILITIES  
Corporate
Governance
Committee		 Brian M. Levitt
(Chair)
William E. Bennett
Harold H. MacKay
Karen E. Maidment
Wilbur J. Prezzano
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, 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 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.
Human
Resources
Committee		 Wilbur J. Prezzano
(Chair)
Amy W. Brinkley
Mary Jo Haddad
Brian M. Levitt
Nadir H. Mohamed
Helen K. Sinclair		 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 and development process, including review and approval of the succession plans for the senior officer positions and heads of control functions.
  • Review candidates for CEO and recommend the succession plan for this position to the Board of Directors for approval.
  • 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		 Karen E. Maidment
(Chair)
William E. Bennett
Amy W. Brinkley
Colleen A. Goggins
David E. Kepler
Harold H. MacKay
Helen K. Sinclair		 Supervising the management of risk of TD:
  • Approve 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.
  • Provide a forum for "big-picture" analysis of an enterprise view of risk, including considering trends and emerging risks.
Audit
Committee		 William E. Bennett
(Chair)
John L. Bragg
Brian C. Ferguson
Jean-René Halde
Alan N. MacGibbon
Karen E. Maidment
Irene R. Miller
Claude Mongeau		 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.
  • Listen to the shareholders' auditor, 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.
  • Receive reports on and approve, if appropriate, certain transactions with related parties.
* as of December 2, 2015