Chairman of the Board’s Message
During a year of slow economic growth, TD Bank Group achieved strong financial results, increased its dividend twice and maintained a sound capital position. TD’s performance is a reflection of the bank’s proven business strategy and the leadership team’s commitment to deliver value to all our stakeholders.
Corporate governance
Strong corporate governance is essential to any organization’s ability to achieve sustainable growth and deliver shareholder value. In 2012, TD was recognized in this regard with IR Magazine’s “Best Corporate Governance” award.
TD’s board provides ongoing strategic counsel to the senior executive team, evolving our practices to meet the needs of our business environment and continuing to ensure TD’s decisions align with its conservative risk appetite. One of the most critical responsibilities of the board is to ensure that TD has effective talent recruitment, development and succession planning policies and practices. Recognizing that the next CEO transition falls within the planning horizon, the board has increased its strong focus on succession planning at the most senior levels of the bank. Our objective is to ensure clarity in the roles and responsibilities of the entire senior management team, to preserve the vital asset that the team represents and to avoid the loss of institutional momentum that can attend such transitions. We believe that we are well positioned in this regard.
“TD employs a remarkable team of people who care about their businesses, customers and communities, and who continue to make TD The Better Bank”
Board composition
In 2012, we were pleased to welcome Colleen Goggins of Princeton, New Jersey, to TD’s board. Colleen’s extensive business and leadership experience have added valuable perspective to the board and the risk committee. Earlier this year, Wendy Dobson, Pierre Lessard and Carole Taylor stepped down from the board. I would like to thank them for their contributions and years of service.
Looking ahead
While we expect the challenges of today will continue – slow growth, regulatory uncertainty, and a challenging global economic environment – we are confident in the strength and resilience of TD’s business model and the people behind it. I’d like to highlight the tremendous work of TD’s 85,000 employees during 2012. When faced with any challenge – from a business imperative to the unprecedented impact of Superstorm Sandy – they rose to the task and exemplified TD’s guiding principles, day in and day out. TD employs a remarkable team of people who care about their businesses, customers and communities, and who continue to make TD The Better Bank.
Once again, on behalf of the board, I’d like to thank our shareholders for their support and trust. We look forward to continuing to work on your behalf in the year ahead.
Brian M. Levitt
Chairman of the Board
Our directors as at December 1, 2012 are listed below. Our Proxy Circular for the 2013 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, TD committee membership, stock ownership and attendance at Board and committee meetings.
Back row:
Harold H. MacKay,
John L Bragg,
Wilbur J. Prezzano,
Hugh J. Bolton,
Nadir H. Mohamed,
Hank H. Ketcham
Middle row:
John M. Thompson,
Helen K. Sinclair,
William E. Bennett,
Irene R. Miller,
Colleen A. Goggins,
Amy W. Brinkley,
Karen E. Maidment
Seated:
Brian M. Levitt,
W. Edmund Clark
-
Harold H. MacKay
Counsel,
MacPherson Leslie & Tyerman LLP,
Regina, Saskatchewan -
John L. Bragg
Chairman, President and Co-Chief Executive Officer,
Oxford Frozen Foods Limited,
Oxford, Nova Scotia -
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 and
Chief Executive Officer,
West Fraser Timber Co. Ltd.,
Vancouver, British Columbia -
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 -
Colleen A. Goggins
Corporate Director and
former Worldwide Chairman,
Consumer Group, Johnson & Johnson,
Princeton, New Jersey -
Amy W. Brinkley
Consultant, AWB Consulting, LLC
Charlotte, North Carolina -
Karen E. Maidment
Corporate Director and
former Chief Financial and Administrative Officer, BMO Financial Group
Cambridge, Ontario -
Brian M. Levitt
Chairman of the Board,
The Toronto-Dominion Bank and
Non-Executive Co-Chair, 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 (Chair) William E. Bennett Harold H. MacKay Wilbur J. Prezzano John M. Thompson |
Responsibility for corporate governance of TD:
|
| Human Resources Committee | Wilbur J. Prezzano (Chair) 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:
|
| Risk Committee | Harold H. MacKay (Chair) William E. Bennett Hugh J. Bolton Amy W. Brinkley Colleen A. Goggins Karen E. Maidment Helen K. Sinclair |
Supervising the management of risk of TD:
|
| Audit Committee | William E. Bennett** (Chair) Hugh J. Bolton** John L. Bragg Harold H. MacKay Irene R. Miller** |
Supervising the quality and integrity of TD’s financial reporting:
|
|
*As at December 1, 2012 **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 a member of the Human Resources Committee.
Since September 24, 2012, Mr. Levitt has been non-executive co-chair of Osler, Hoskin & Harcourt LLP. From January 1, 2011, Mr. Levitt was 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. He is the Chair of the current Judicial Compensation and Benefits Commission of Canada. 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.
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 – www.td.com/governance – 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 2013 it will be mailed to shareholders and available on our website.
Annual Meeting – Attend our Annual Meeting – April 4, 2013 in Ottawa, Ontario– or watch the webcast through our website – www.td.com/investor.