TD Bank 2003 Annual Report Download - page 103

TD BANK FINANCIAL GROUP ANNUAL REPORT 2003 • More About Us 101
Committee
Risk
Committee
Members
Roger Phillips
(Chair)
Hugh J. Bolton
Wendy K. Dobson
Darren Entwistle
Wilbur J. Prezzano
Helen K. Sinclair
Key Responsibilities
Supervising the Management of Risk of TDBFG:
•Determining, monitoring and evaluating the management of key risks of TDBFG;
•Approving risk management policies that establish the appropriate approval levels
for decisions and other checks and balances to manage risk;
•Ensuring policies are in place to manage market, operational, liquidity and credit risk;
•Ensuring a forum for “big-picture”analysis of future risks including considering trends;
•Critically assess TDBFG’s business strategies and plans from a risk perspective.
Audit
Committee
Wendy K. Dobson
(Chair)
Hugh J. Bolton
Henry H. Ketcham
Pierre H. Lessard
Roger Phillips
Helen K. Sinclair
Supervising the Quality and Integrity of TDBFG’s Financial Reporting:
•Oversee reliable, accurate and clear financial reporting to shareholders;
•Monitor internal controls – the necessary checks and balances must be in place;
•Listen to the shareholders’auditors and internal auditor, and evaluate the
effectiveness and independence of each;
•Oversee the establishment and maintenance of processes that ensure TDBFG is in
compliance with the laws and regulations that apply to it as well as its own policies;
•Be the Audit Committee and Conduct Review Committee for certain subsidiaries of
TDBFG that are federally-regulated financial institutions;
•Receive reports on and approve, if appropriate, transactions with related parties.
THE AUDIT COMMITTEE AND
THE SHAREHOLDERS’ AUDITORS
At the last annual meeting in April 2003, the shareholders
appointed Ernst & Young LLP and PricewaterhouseCoopers LLP
as the shareholders’ auditors to hold office until the next
annual meeting.
The shareholders’ auditors review each quarterly financial
statement and audit the annual financial statements. Each year
in the annual report, the shareholders’ auditors report to the
shareholders on the audit of TDBFG and give the shareholders
their opinion on the financial statements (see page 54).
The audit and this report to shareholders are very important
elements of TDBFG’s financial reporting process.
As the Chair of the Audit Committee reported at the last
annual meeting in April 2003, the Audit Committee, not
management, is responsible for the relationship with the share-
holders’ auditors. The Audit Committee has been implementing
processes to reinforce this structure. The Audit Committee
reviews the shareholders’auditors plans, and the results of
their audits and reviews. The Committee also meets with the
shareholders’ auditors at every quarterly meeting without
management present. This meeting provides a forum for the
shareholders’ auditors to raise any concerns they may have
and to confirm that they are being provided adequate access
and cooperation by the management of TDBFG.
With respect to independence, the shareholders’ auditors
confirm annually their independence to the Audit Committee
and, in addition, the Audit Committee has in place a policy to
restrict the provision of non-audit services by the shareholders’
auditors. Any such services must be permitted services and
must be pre-approved by the Audit Committee pursuant to the
policy. The Audit Committee also pre-approves the audit servic-
es and the fees to be paid. Additional information regarding
audit and non-audit services can be found on page 49.
This year, the Audit Committee established a formal evalua-
tion process to review the performance of the shareholders’
auditors prior to making a recommendation to the shareholders
regarding the auditors to be appointed at the next annual
meeting.
The members of the Board, including the members of the
Audit Committee, bring significant skill and experience to their
responsibilities including academic and professional experience
in accounting, business and finance. The Board has determined
that there is at least one Audit Committee member who has
the attributes of an audit committee financial expert. Hugh
Bolton, a member of TDBFG’s Audit Committee, is an audit
committee financial expert as defined in the U.S. Sarbanes-
Oxley Act. The Board’s determination does not impose greater
duties, obligations or liabilities on Mr. Bolton nor does it affect
the duties, obligations or liabilities of other members of the
Audit Committee or Board.
*as of December 1, 2003