TD Bank 2003 Annual Report Download - page 7

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After a review of our practices in 2003, we implemented
a number of enhancements to our corporate governance
practices and policies including:
•Separating the role of Chairman of the Board and
President and Chief Executive Officer;
•Splitting the Audit and Risk Management Committee into
two separate committees in recognition of the scope of the
Committees’ responsibilities;
•Strengthening governance of risk management processes
and reporting;
•Introducing a number of changes to executive compensa-
tion to further align the interests of executives with overall
Bank strategy and the interests of shareholders including:
– Reducing use of stock options as a component of com-
pensation in favour of performance-based restricted
share units;
– Increasing executive share ownership requirements ;
– Reducing the use of annual cash incentive payments in
favour of long-term equity awards to further align execu-
tive interests with long-term shareholder value.
The Board will maintain a watchful eye on governance
developments as the regulatory and business climates contin-
ue to evolve, and adapt measures as appropriate to ensure
that we continue to build on our history of leadership in
corporate governance.
We are committed to ensuring that investors are represented
by a strong independent Board and equally committed to reg-
ularly communicating refinements to our corporate governance
policies and practices. I invite you to visit the corporate gover-
nance section of our web site at www.td.com/governance for
the latest information on our corporate governance practices.
A word of thanks
I would like to recognize the service of our directors, some
of whom will be retiring this year.
Finally, on behalf of the Board, I would again like to
thank Ed, his outstanding management team and dedicated
employees for their continued hard work.
John M. Thompson
Chairman of the Board