TD Bank 2006 Annual Report Download - page 13

TD BANK FINANCIAL GROUP ANNUAL REPORT 2006 Statement of Corporate Governance Practices 9
CORPORATE GOVERNANCE
Statement of Corporate
Governance Practices
AT A GLANCE OVERVIEW
•We have a strong, independent Chairman with a clear
leadership mandate in corporate governance.
•The Board oversees management, considers and
approves on a continuous basis strategic alternatives and
plans, and approves all major strategy and
policy recommendations for TDBFG.
•The Board is responsible for setting the tone for a culture
of integrity and compliance throughout TDBFG.
•The Board, its committees, the committee Chairs and the
Chairman of the Board operate under written charters
setting out their responsibilities.
•The Board continuously renews itself with high calibre
candidates with diverse skills and experience.
•The Audit Committee of the Board, not management,
is responsible for the relationship with the shareholders’
auditor.
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 practices to
be sure we are focused on our responsibilities to our shareholders
and on creating long term shareholder value.
We can assure you that TDBFG’s policies and practices meet or
exceed applicable legal requirements. We continuously monitor all
proposed new rules and modify our policies and practices to meet
any additional requirements. An overview of our corporate gover-
nance structure is set out below.
OVERVIEW OF CORPORATE GOVERNANCE
STRUCTURE ATTDBFG
This diagram is a simple overview of the corporate governance
structureat TDBFG.
Shareholders Shareholders’
Auditor
Audit
Committee
Risk
Committee
Management
Resources
Committee
Corporate
Governance
Committee
APPOINT
Board of
Directors
Management
APPOINT
APPOINT
ELECT
APPOINT
REPORT
OTHER PLACES TO FIND INFORMATION ABOUT
CORPORATE GOVERNANCE AT TDBFG
Read our Chairman of the Board’s Message to Shareholders
at page 6.
Corporate Governance –Go to the Corporate
Governance section of our web site – www.td.com/gover-
nance – there you will find information on our corporate
governance practices, including our Corporate Governance
Guidelines, our Director Independence Policy, our Code of
Conduct and Ethics and a summary of significant differ-
ences between our governance practices and those required
of U.S. domestic issuers listed on the New York Stock
Exchange.
Proxy Circular –Read our Proxy Circular – in February
2007 it will be mailed to shareholders and available on our
web site.
Annual Special Meeting –Attend our Annual Special
Meeting – March 29, 2007 in Montreal, Quebec, Canada –
or watch the webcast through our web site –
www.td.com/investor.
Corporate Responsibility Report – Read our 2005 report
– it documents our corporate citizenship activities through-
out the year. The 2006 report will be released and available
on our web site in February 2007 – www.td.com/community.
ROLE OF THE CHAIRMAN OF THE BOARD
Mr. John Thompson is the Chairman of the Board at TDBFG. The
Chairman of the Board is appointed annually by the non-man-
agement directors of the Board. He is independent and his role
as Chairman of the Board is to facilitate the functioning of the
Board independently of management and to maintain and
enhance the quality of our corporate governance at TDBFG.
His key responsibilities are set out in the Charter of the Chairman
of the Board which is available on our website. He also serves as
Chair of the Corporate Governance Committee, is a member of
the Management Resources Committee and is an ex officio
member of the Audit Committee and Risk Committee.
Mr. Thompson served as Vice Chairman of IBM Corporation
until 2002, having previously been the Chairman and Chief
Executive Officer of IBM Canada Ltd. In addition to being a
director of Royal Philips Electronics N.V. 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.
THE DIRECTORS’ KEY RESPONSIBILITIES
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. Under
the Position Description, directors are expected to serve TDBFG
and the long-term interests of its shareholders by supervising the
management of the business and affairs of TDBFG. In doing so,
the directors are expected to:
•Meet the highest ethical and fiduciary standards;
•Demonstrate independence from management;
•Be knowledgeable and inquisitive about the issues facing TDBFG;
•Apply good sense and sound judgment to help make wise
decisions; and
•Display commitment through attendance at, preparation for
and participation in meetings.
Directors are expected to fulfill these objectives through
accountability,integrity,independence, involvement, contribu-
tion and commitment to the Bank and its shareholders.
Directors arealso subject to the Bank’sCode of Conduct and
Ethics.