TD Bank 2006 Annual Report Download - page 14

Corporate
Governance
Committee
John M. Thompson
(Chair)
Wendy K. Dobson
Darren Entwistle
Harold H. MacKay
Brian F. MacNeill
Responsibility for corporate governance of TDBFG:
•Set the criteria for selecting new directors and the Board’s approach to director independence;
•Identify individuals qualified to become Board members and recommend to the Board the
director nominees for the next annual meeting of shareholders;
•Develop and, where appropriate, recommend to the Board a set of corporate governance principles,
including a code of conduct and ethics, aimed at fostering a healthy governance culture at TDBFG;
•Review and recommend the compensation of the directors of TDBFG;
•Satisfy itself that TDBFG communicates effectively with its shareholders, other interested parties
and the public through a responsive communication policy;
•Facilitate the evaluation of the Board and committees.
Management
Resources
Committee
Brian F.MacNeill
(Chair)
Henry H. Ketcham
PierreH. Lessard
Wilbur J. Prezzano
Helen K. Sinclair
John M. Thompson
Responsibility for management’sperformance evaluation,
compensation and succession planning:
•Discharge, and assist the Boardin discharging, the responsibility of the Board relating to
executive compensation as set out in this Committee’scharter;
•Set performance objectives for the CEO, which encourage TDBFG’slong-term financial success
and regularly measure the CEO’s performance against these objectives;
•Determine the recommended compensation for the CEO and certain executive officers in
consultation with independent advisors who help this Committee set competitive compensation
that meets TDBFG’shiring, retention and performance objectives;
•Review candidates for CEO and recommend the best candidate to the Boardas part of the
succession planning process for the position of CEO;
•Oversee the selection, evaluation, development and compensation of other members of senior
management;
•Produce a report on executive compensation for the benefit of shareholders, which is published
in TDBFG’sannual proxy circular and review, as appropriate, any other major public disclosures
concerning executive compensation.
Risk
Committee
Roger Phillips
(Chair)
William E. Bennett
Hugh J. Bolton
Harold H. MacKay
Wilbur J. Prezzano
Supervising the management of risk of TDBFG:
•Identify and monitor the key risks of TDBFG and evaluate their management;
•Approve risk management policies that establish the appropriate approval levels for decisions
and other checks and balances to manage risk;
•Satisfy itself that policies are in place to manage the risks to which TDBFG is exposed, including
market, operational, liquidity, credit, insurance, regulatory and legal risk, and reputational risk;
•Provide 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
Hugh J. Bolton**
(Chair)
William E. Bennett
John L. Bragg
Donna M. Hayes
Irene R. Miller
Helen K. Sinclair
Supervising the quality and integrity of TDBFG’s financial reporting:
•Oversee reliable, accurate and clear financial reporting to shareholders;
•Oversee internal controls – the necessary checks and balances must be in place;
•Be directly responsible for the selection, compensation, retention and oversight of the work of
the shareholders’ auditor – the shareholders’ auditor reports directly to this Committee;
•Listen to the shareholders’ auditor, internal auditor and the chief compliance officer, 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;
•Act as the Audit Committee and Conduct Review Committee for certain subsidiaries of TDBFG
that are federally-regulated financial institutions and insurance companies;
•Receive reports on and approve, if appropriate, certain transactions with related parties.
*as of December 1, 2006
** Designated Audit Committee Financial Expert
COMMITTEE MEMBERS*KEY RESPONSIBILITIES
TD BANK FINANCIAL GROUP ANNUAL REPORT 2006 Statement of Corporate Governance Practices
10
William E. Bennett
Corporate Director and Retired
President and Chief Executive Officer
Draper & Kramer, Inc.
Chicago, Illinois
Hugh J. Bolton
Chair of the Board
EPCOR Utilities Inc.
Edmonton, Alberta
John L. Bragg
Chairman, President and
Co-Chief Executive Officer
Oxford Frozen Foods Limited
Oxford, Nova Scotia
W. Edmund Clark
President and Chief Executive Officer
The Toronto-Dominion Bank
Toronto, Ontario
Wendy K. Dobson
Professor and Director
Institute for International Business
Joseph L. Rotman School of
Management, University of Toronto
Toronto, Ontario
Darren Entwistle
President and Chief Executive Officer
TELUS Corporation
Vancouver, British Columbia
Donna M. Hayes
Publisher and Chief Executive Officer
Harlequin Enterprises Limited
Toronto, Ontario
Henry H. Ketcham
Chairman of the Board
President and Chief Executive Officer
West Fraser Timber Co. Ltd.
Vancouver, British Columbia
THE BOARD OF DIRECTORS AND ITS COMMITTEES
Our directors* are listed below. Our Proxy Circular for the 2007
Annual Meeting will set out the director candidates proposed for
election at the meeting and additional information about each
candidate including education, other principal directorships,
TDBFG committee membership, stock ownership and attendance
at Board and committee meetings.
Pierre H. Lessard
President and Chief Executive Officer
METRO INC.
Montréal, Québec
Harold H. MacKay
Counsel
MacPherson Leslie & Tyerman LLP
Regina, Saskatchewan
Brian F. MacNeill
Chairman of the Board
Petro-Canada
Calgary, Alberta
Irene R. Miller
Chief Executive Officer
Akim, Inc.
New York, New York
Roger Phillips
Corporate Director and Retired
President and Chief Executive Officer
IPSCO Inc.
Regina, Saskatchewan
Wilbur J. Prezzano
Corporate Director and
Retired Vice Chairman
Eastman Kodak Company
Charleston, South Carolina
William R. Ryan
Chairman and
Chief Executive Officer**
TD Banknorth Inc.
Portland, Maine
Vice Chair and Group Head, U.S.
Personal and Commercial Banking
The Toronto-Dominion Bank
Toronto, Ontario
Helen K. Sinclair
Chief Executive Officer
BankWorks Trading Inc.
Toronto, Ontario
John M. Thompson
Chairman of the Board
The Toronto-Dominion Bank
Toronto, Ontario
* as of December 1, 2006
** On March 1, 2007, Mr. Bharat
Masrani, currently President of
TD Banknorth Inc., will assume the
role of CEO of TD Banknorth Inc.
Mr. Ryan will continue in his role
as Chairman of the Board.