TD Bank 2003 Annual Report Download - page 6

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TD BANK FINANCIAL GROUP ANNUAL REPORT 2003 • To Our Shareholders4
Chairman of the Board’s Message John M. Thompson • Chairman of the Board
The Bank’s strong performance in 2003
reflects Ed Clark’s direction, his solid
management team and the execution
of sound business strategies.
I am pleased and honoured to report on behalf of the Board
of Directors for the first time as Chairman of the Board. The
shareholders of TD Bank Financial Group deserve and indeed
are represented by an engaged, discerning Board who are
committed to candid discussions about the business of the
Bank. This past year was marked by several such discussions
as we worked with Ed Clark and his team on successfully
repositioning the Bank after a difficult year in 2002.
On an ongoing basis, your Board advises and supports
the management team on strategic issues, financial reporting,
management resources, risk management and governance
issues. It is an honour to work with such distinguished
directors and I look forward to continuing to represent
shareholders in 2004.
2003: A year of solid performance
The Board is delighted with Ed’s appointment as President
and Chief Executive Officer. Ed has demonstrated tremendous
leadership over the past year and is committed to clear and
open communication with all of the Bank’s stakeholders.
The Board is confident that the management team is making
a positive difference and delivering shareholder value. The
market also recognized this performance, with a steady
increase in our share price this year.
Based on the Bank’s results, the Board elected to increase
the dividend consistent with the change in business mix, lower
risk profile and increased earnings certainty. In the third quar-
ter, the Board approved a four cent increase in the quarterly
dividend, a sign of confidence in TDBFG’s earnings power.
A commitment to leadership in corporate governance
While the Board is focused on maximizing shareholder value
and ensuring the management team has the right strategies
to grow the business, we are also committed to good
corporate governance. The Board acts as the voice of the
shareholder and ensures that management is held accountable.
The continued strengthening of our corporate governance
principles is fundamental to my role as Chairman of the
Board. As a shareholder myself, I recognize the importance
of this subject to TDBFG’s shareholders and would like to
reiterate the Board’s commitment to ongoing reviews of our
corporate governance principles and practices.
Our approach to corporate governance is founded on
several cornerstones:
•Having a large majority of independent Board members;
•Ensuring that all committee members are non-management
so that the important functions of the Committees
are impartial;
•Frequently conducting meetings of the Board and
Committees without management present to facilitate
open and candid discussion;
•Having a stock ownership requirement for members of
the Board and management so that everyone has a vested
interest in the long-term performance of the Bank;
•Seeking and obtaining shareholder approval for option
plans to ensure fairness and transparency;
•Maintaining the concept of pay-for-performance;
•Retaining outside advisors to review and assess our
compensation practices.