TD Bank 2009 Annual Report Download - page 18

TD BANK FINANCIAL GROUP ANNUAL REPORT 2009 CORPORATE GOVERNANCE
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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 TD Bank Financial Group.
•The Board is responsible for setting the tone for a culture of integrity and compliance throughout TD.
•The Board, its committees, the committee Chairs and the Chairman of the Board operate under written charters setting out
their responsibilities.
•The Board 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 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 TD’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 governance structure
is set out below.
ROLE OF THE CHAIRMAN OF THE BOARD
John Thompson is the Chairman of the Board at TD. The Chairman
of the Board is appointed annually by the non-management 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 TD. 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
and is a member of the Management Resources 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 vice chairman of
Royal Philips Electronics N.V. and a director of Thomson Reuters
Corporation, Mr. Thompson is the vice chair of the board of trustees
of the Hospital for Sick Children in Toronto and chancellor of the
University of Western Ontario. Mr. Thompson has been a member
of the Board of TD since 1988.
DIRECTORS’ KEY RESPONSIBILITIES
In addition to having the requisite skills and experience, all directors
must meet the qualifications for directors set out in the Position
Description for Directors of TD. Under the Position Description,
directors are expected to serve TD and the long-term interests of its
shareholders by supervising the management of the business and
affairs of TD. 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 TD;
•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 accounta-
bility, integrity, independence, involvement, contribution and
commitment to the bank and its shareholders.
Directors are also subject to the bank’s Code of Conduct and Ethics.
OTHER PLACES TO FIND INFORMATION ABOUT
CORPORATE GOVERNANCE AT TD
Read our Chairman of the Board’s Message to Shareholders on page 13.
Corporate Governance Go to the Corporate Governance section of
our website – www.td.com/governance – to find information on our
corporate governance practices, including our Corporate Governance
Guidelines, our Director Independence Policy, our Code of Conduct
and Ethics, the Charters of our Board of Directors and each of its
committees and a summary of significant differences 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 2010 it will be
mailed to shareholders and available on our website.
Annual Meeting Attend our Annual Meeting – March 25, 2010, in
Quebec City, Quebec, Canada – or watch the webcast through our
website – www.td.com/investor.
Corporate Responsibility Report Read our 2009 report – it documents
our corporate citizenship activities throughout the year. The 2009
report will be released and available on our website in March 2010 –
www.td.com/corporateresponsibility.
OVERVIEW OF CORPORATE GOVERNANCE STRUCTURE AT TD
This diagram is a simple overview of the corporate governance
structure at TD.
ShareholdersShareholders’
Auditor
Audit
Committee
Risk
Committee
Corporate
Governance
Committee
Elect Report
Appoint
AppointAppoint
Appoint
Management
Resources
Committee
Board of
Directors
Management