TD Bank 2001 Annual Report Download - page 84

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MORE ABOUT US
This section of our report tells you about
our Board of Directors and management, and
how they oversee TD Bank Financial Group
as a whole.
The Board of Directors and TD management
have established sound corporate governance
practices that are appropriate for one of the
world’s leading financial institutions. TD’s
corporate governance practices are consistent
with The Toronto Stock Exchange’s Corporate
Governance Guidelines. A detailed chart
explaining how the corporate governance
practices of TD align with these guidelines
is contained in the Management Proxy
Circular issued in connection with the 2002
Annual Meeting.
Board of Directors
The Board of Directors is responsible for over-
seeing our management and business affairs
and makes all major policy decisions for TD.
The Board’s objectives are to:
•protect our assets
•assure our viability
•enhance our profitability
•facilitate the development of business
•ensure that our operations are effective.
The Board has established three committees,
which you’ll find out more about on the
following page. The main responsibilities of
the Board and its committees are to:
•monitor the effectiveness of our corporate
governance practices and approve any
changes
•approve and oversee the implementation
of our strategies
•approve compensation policies and the
compensation of senior officers
•approve operating and capital budgets, as
well as specific requests for major capital
expenditures
•oversee the identification and management of
business risks.You will find more information
about managing risk starting on page 24.
•ensure proper financial reporting and that
financial control systems are operating, and
approve the quality and sufficiency of infor-
mation provided to the Directors
•review and approve internal controls, includ-
ing management information systems and
audit procedures
•oversee communications with shareholders
and other stakeholders
•oversee succession planning and approve
succession decisions for senior officers
•establish our general policies.
The Board expects the Chief Executive Officer
and other officers to manage all aspects of our
business and affairs to achieve our objectives,
and rates their performance accordingly.
You will find Management’s discussion and
analysis of our operating performance starting
on page 17.
Composition and independence of the Board
The table to the right tells you who our
individual Directors are and their principal
occupation.
Directors are elected to exercise independent
judgment on all issues. As a matter of Bank
policy, it is expected that no more than one-
third of the Directors are to be affiliated with
or related to TD. Currently, we are operating
well below our policy expectations since only
three of our directors are related to or affiliated
with the Bank including Mr. Baillie and
Mr. Clark.
The Board and the committees can choose to
meet without management present, and the
Board’s policy is to do so at least four times a
year. In these meetings, the Lead Director
serves as chair of the meeting. According to
our corporate governance policies, the Board,
its committees and, with the approval of the
Corporate Governance Committee, each
Director can retain independent advisors, at
TD’s expense, on any matter related to TD.
The majority of members of all TD commit-
tees are unrelated to TD.In addition, TD
officers cannot be appointed to the Audit and
Risk Management Committee, Corporate
Governance Committee or Management
Resources Committee.
Each Director is accountable to shareholders
and to the other Directors. Each Director
assesses the effectiveness of the Board and its
committees annually.
Lead Director
The role of the Lead Director at TD is to
facilitate the functioning of the Board of
Directors independently of management and
to enhance and maintain the quality of
corporate governance at TD. The Lead Director
serves as an independent contact for other
Directors. The Lead Director is selected by
non-management members of the Board of
Directors and also serves as the Chair of the
Corporate Governance Committee.
A. Charles Baillie
Chairman and Chief
Executive Officer
The Toronto-
Dominion Bank
Toronto
W. Edmund Clark
President and Chief
Operating Officer
The Toronto-
Dominion Bank
Toronto
Eleanor R. Clitheroe
President and Chief
Executive Officer
Hydro One Inc.
Toronto
Marshall A. Cohen*
Counsel
Cassels Brock &
Blackwell
Toronto
Wendy K. Dobson
Professor and Director
Institute for
International Business
Joseph L. Rotman School
of Management
University of Toronto
Toronto
Darren Entwistle
President and Chief
Executive Officer
TELUS Corporation
Vancouver
Henry H. Ketcham
Chairman of the Board,
President and Chief
Executive Officer
West Fraser
Timber Co. Ltd.
Vancouver
*Lead Director
Pierre H. Lessard
President and Chief
Executive Officer
Metro Inc.
Montréal
Brian F. MacNeill
Chairman of the Board
Petro-Canada
Calgary
Roger Phillips
Corporate Director and
retired President and
Chief Executive Officer
IPSCO Inc.
Regina
Edward S. Rogers
President and Chief
Executive Officer
Rogers Communications Inc.
Toronto
Helen K. Sinclair
Chief Executive Officer
BankWorks Trading Inc.
Toronto
Donald R. Sobey
Chairman
Empire Company Limited
Stellarton
Michael D. Sopko
Chairman
Inco Limited
Toronto
John M. Thompson
Vice Chairman
of the Board
IBM Corporation
Armonk
Richard M. Thomson
Former Chairman and
Chief Executive Officer
The Toronto-Dominion Bank
Toronto
Shareholder inquiries
Our Shareholder Relations department provides information to shareholders and responds to their
inquiries. Shareholder inquiries or suggestions are forwarded to the appropriate committee or
person. Turn to page 85 to find out how to contact us. We have also appointed an Ombudsman to
assist customers who feel that an issue remains unresolved after going through their local branch
and divisional offices. The Ombudsman’s office provides an independent and impartial review of
issues between TD and its customers.
Board of Directors