TD Bank 2003 Annual Report Download - page 101

TD BANK FINANCIAL GROUP ANNUAL REPORT 2003 • More About Us 99
What is the Role of the Board of Directors?
The Board is responsible for overseeing our management and
business affairs and makes all major policy decisions for TDBFG.
The Board operates under a written charter describing in plain
language its key responsibilities. The main responsibilities in the
Board’s charter are set out below.
Board Charter:
Main Responsibilities
Provide the supervision necessary for:
1. Disclosure of Reliable and Timely Information to
Shareholders:
•The shareholders depend on the Board to get them the
right information.
2. Approval of Strategy and Major Policy Decisions of TDBFG:
•The Board must understand and approve where TDBFG
is going, be kept current on its progress towards those
objectives and be part of and approve any major decisions.
THE BOARD OF DIRECTORS
Who are They?
Our directors* are listed below. Additional biographical infor-
mation about the directors is included on our web site at
www.td.com/governance. Our Management Proxy Circular for
the 2004 Annual Meeting will set out the director candidates
proposed for election at the meeting and additional information
about each candidate including education, other directorships,
TDBFG committee membership, stock ownership and attendance
at Board and committee meetings.
Hugh J. Bolton
Chair of the Board
EPCOR Utilities Inc.
Edmonton
W. Edmund Clark
President and Chief
Executive Officer
The Toronto-Dominion Bank
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
Pierre H. Lessard
President and
Chief Executive Officer
METRO INC.
Montréal
Brian F. MacNeill
Chairman of the Board
Petro-Canada
Calgary
*as of December 1, 2003
Roger Phillips
Corporate Director and
Retired President and
Chief Executive Officer
IPSCO Inc.
Regina
Wilbur J. Prezzano
Corporate Director and
Retired Vice Chairman
Eastman Kodak Company
Charleston
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
Corporate Director and
Retired Chairman and
Chief Executive Officer
Inco Limited
Toronto
John M. Thompson
Chairman of the Board
The Toronto-Dominion Bank
Toronto
Richard M. Thomson
Retired Chairman and
Chief Executive Officer
The Toronto-Dominion Bank
Toronto
3. Evaluation, Compensation and Succession for Key
Management Roles:
•The Board must be sure that the key roles have the right
people, that they are monitored and evaluated by the
Board and that they are appropriately compensated to
encourage TDBFG’s long-term success.
4. Oversight of the Management of Risks and the
Implementation of Internal Controls:
•The Board must be satisfied that the assets of TDBFG
are protected and that there are sufficient internal checks
and balances.
5. Effective Board Governance:
•To excel in our duties the Board needs to be functioning
properly as a board –strong members with the right
skills and the right information.
How are Directors Selected?
Each year, the Board recommends the director nominees to
shareholders and the shareholders can vote on each new director
nominee. The Corporate Governance Committee has the respon-
sibility to determine what skills, qualities and backgrounds the
Board needs to fulfill its many responsibilities with a view to
diverse representation on the Board. It seeks candidates to fill any
gaps in the skills, qualities and backgrounds of Board members
and rigorously assesses a candidate’s ability to make a valuable
contribution to the Board. In addition to having the requisite
skills and experience, all non-management directors must meet
the qualifications for directors set out in the Position Description
for Directors of TDBFG. Those key qualities are set out below.
Key Qualities for Directors at TDBFG
To serve TDBFG and the long-term interests of its shareholders
by supervising the management of the business and affairs of
TDBFG in a manner that:
•Meets the highest ethical and fiduciary standards;
•Demonstrates independence from management;
•Is knowledgeable and inquisitive about the issues
facing TDBFG;
•Applies good sense and sound judgment to help make
wise decisions;
•Displays commitment through attendance at, preparation
for and participation in meetings.
All directors are encouraged to identify possible candidates to
join the Board. In addition, the Corporate Governance Committee
has engaged an outside consultant to help identify candidates
that meet the qualifications being sought and to ensure that the
Committee is considering a large and diverse pool of talent.
The Committee is also responsible for assessing the contribu-
tion of the current directors to determine if they should be
recommended for re-election. For many years, this process has
included considering:
•The attendance of directors;
•Mandatory retirement from the Board at age 70 and resignation
(which the Board may accept or reject) upon a change of
principal occupation and certain other circumstances;
•Other significant changes in the ability of a director to
contribute to the Board.
This year, the Corporate Governance Committee also com-
menced the implementation of additional formal evaluation
tools for the Board and individual directors in addition to its
long-standing evaluation of the effectiveness of the Board and
its Committees. These tools are expected to assist the Chairman
of the Board, the Corporate Governance Committee and the
Board members themselves in assessing the effectiveness of
each Board member with a view to the nomination process.