TD Bank 2003 Annual Report Download - page 100

TD BANK FINANCIAL GROUP ANNUAL REPORT 2003 • More About Us98
Corporate Governance
John M. Thompson
Chairman of the Board
ROLE OF THE CHAIRMAN OF THE BOARD
We have separated the roles of Chairman of the Board and Chief
Executive Officer and Mr. John Thompson is now the Chairman
of the Board at TDBFG. Mr. Thompson is not and has never been
an executive at TDBFG. His role as Chairman of the Board is to
facilitate the functioning of the Board independently of manage-
ment and to maintain and enhance the quality of our corporate
governance at TDBFG. His key responsibilities are set out below.
He also serves as Chair of the Corporate Governance Committee.
Mr. Thompson is the recently retired Vice Chairman of IBM
Corporation, having previously been the Chairman and Chief
Executive Officer of IBM Canada, Ltd. In addition to being a
director of Robert Mondavi Corporation, Royal Philips Electronics
and The Thomson Corporation, Mr. Thompson is a trustee of the
Hospital for Sick Children in Toronto. Mr. Thompson has been a
member of the Board of TDBFG since 1988.
Chairman of the Board
Key Responsibilities
•Manage the affairs of the Board, including ensuring the
Board is organized properly, functions effectively and
meets its obligations and responsibilities;
•Facilitate the functioning of the Board independently of
management and maintain and enhance the quality of the
Board’s governance and that of TDBFG;
•Regular interaction with the President and Chief Executive
Officer on governance and performance issues including
providing feedback of other Board members as well as
acting as a ‘sounding board’ for the President and
Chief Executive Officer;
•Lead the Board in the execution of its responsibilities to
shareholders.
STATEMENT OF CORPORATE GOVERNANCE PRACTICES
The Board of Directors and the management of TD Bank Financial
Group are committed to leadership in corporate governance.
We have designed our corporate governance policies and our
practices to ensure that we are focused on our responsibilities to
our shareholders and on creating long-term shareholder value.
Corporate governance has been the subject of intense interest
and debate over the last few years. We want to take this oppor-
tunity to assure you that all of TDBFG’s policies and practices
meet or exceed legal requirements. We are also monitoring all
of the proposed new rules and we will be adopting new policies
and practices to meet these additional requirements. An overview
of our corporate governance structure is set out below. The next
few pages explain the roles and responsibilities of each important
part of this structure as well as other key facts about corporate
governance at TDBFG.
Overview of Corporate Governance Structure at TDBFG
This diagram is a simple overview of the corporate governance
structure at TDBFG.
Shareholders
Shareholders’
Auditors
Audit
Committee
Risk
Committee
Corporate
Governance
Committee
Management
Resources
Committee
Management
Board of
Directors
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Other Places to Find Information about
Corporate Governance at TDBFG
Read our Chairman of the Board’s Message to Shareholders
page 4
Go to the Corporate Governance section of our
web site – www.td.com/governance
Read our Proxy Circular – in February 2004 it will be mailed
to shareholders and available on our web site
Attend our Annual Meeting – March 25, 2004 in Edmonton,
Alberta – or watch the webcast through our web site (details
will be posted on our web site in March)
Read our Corporate Responsibility Report –it will be released
in March 2004 –see our web site
Email us, write us, call us –see the back cover for details
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