TD Bank 2006 Annual Report Download - page 76

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INDEPENDENT AUDITORS’ REPORT ON INTERNAL
CONTROLS UNDER STANDARDS OF THE PUBLIC COMPANY
ACCOUNTING OVERSIGHT BOARD (UNITED STATES)
We have audited management’s assessment, included on
page 71 of this Annual Report, that The Toronto-Dominion
Bank maintained effective internal control over financial
reporting as at October 31, 2006, based on criteria
established in Internal Control – Integrated Framework
issued by the Committee of Sponsoring Organizations
of the Treadway Commission (the COSO criteria). The
Toronto-Dominion Bank’s management is responsible
for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of
internal control over financial reporting. Our responsibility
is to express an opinion on management’s assessment
and an opinion on the effectiveness of the Bank’s internal
control over financial reporting based on our audit.
We conducted our audit in accordance with the
standards of the Public Company Accounting Oversight
Board, United States (PCAOB). Those standards require that
we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over
financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal
control over financial reporting, evaluating management’s
assessment, testing and evaluating the design and
operating effectiveness of internal control, and performing
such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a
reasonable basis for our opinion.
Acompany’sinternal control over financial reporting is a
process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance
with generally accepted accounting principles. A company’s
internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit
preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts
and expenditures of the company are being made only
in accordance with authorizations of management and
directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on
the financial statements.
Because of its inherent limitations, internal control
over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in
conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
In our opinion, management’s assessment that The
Toronto-Dominion Bank maintained effective internal
control over financial reporting as at October 31, 2006, is
fairly stated, in all material respects, based on the COSO
criteria. Also, in our opinion, The Toronto-Dominion Bank
maintained, in all material respects, effective internal
control over financial reporting as at October 31, 2006,
based on the COSO criteria.
We also have audited, in accordance with Canadian
generally accepted auditing standards and the standards
of the PCAOB the consolidated balance sheets of The
Toronto-Dominion Bank as at October 31, 2006 and
the consolidated statements of income, changes in
shareholders’ equity and cash flows for the year ended
October 31, 2006 of the Toronto-Dominion Bank and our
report dated December 7, 2006 expressed an unqualified
opinion thereon.
Ernst & Young LLP
Chartered Accountants
Toronto, Canada
December 7, 2006
TD BANK FINANCIAL GROUP ANNUAL REPORT 2006 Financial Results
72