TD Bank 2009 Annual Report Download - page 19

TD BANK FINANCIAL GROUP ANNUAL REPORT 2009 CORPORATE GOVERNANCE 15
William E. Bennett
Corporate Director
and former 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
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
Pierre H. Lessard
Executive Chairman
of the Board, METRO
INC., Montreal,
Quebec
Brian M. Levitt
Co-Chair and Partner,
Osler, Hoskin &
Harcourt LLP,
Montreal, Quebec
Harold H. MacKay
Counsel, MacPherson
Leslie & Tyerman LLP,
Regina, Saskatchewan
Irene R. Miller
Chief Executive Officer,
Akim, Inc., New York,
New York
Nadir H. Mohamed
President and Chief
Executive Officer,
Rogers
Communications
Inc., Toronto, Ontario
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 J. Ryan
Corporate Director
and former Chairman,
TD Banknorth Inc.,
Portland, Maine
Helen K. Sinclair
Chief Executive Officer,
BankWorks Trading
Inc., Toronto, Ontario
Carole S. Taylor
Senior Advisor, Borden
Ladner Gervais LLP,
Vancouver, British
Columbia
John M. Thompson
Chairman of the
Board, The Toronto-
Dominion Bank,
Toronto, Ontario
THE BOARD OF DIRECTORS
AND ITS COMMITTEES
Our directors as at December 3, 2009, are listed
below. Our Proxy Circular for the 2010 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, TD committee membership,
stock ownership and attendance at Board
and committee meetings.
COMMITTEE
Corporate
Governance
Committee
Management
Resources
Committee
Risk Committee
Audit Committee
MEMBERS*
John M. Thompson
(Chair)
Hugh J. Bolton
Donna M. Hayes
Roger Phillips
Wilbur J. Prezzano
(Chair)
Henry H. Ketcham
Pierre H. Lessard
Helen K. Sinclair
John M. Thompson
Harold H. MacKay
(Chair)
William E. Bennett
Wendy K. Dobson
Brian M. Levitt
Wilbur J. Prezzano
Carole S. Taylor
William E. Bennett**
(Chair)
John L. Bragg
Donna M. Hayes
Irene R. Miller**
Nadir H. Mohamed**
KEY RESPONSIBILITIES
Responsibility for corporate governance of TD:
•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 TD;
•Review and recommend the compensation of the directors of TD;
•Satisfy itself that TD communicates effectively with its shareholders, other interested parties and the
public through a responsive communication policy;
•Facilitate the evaluation of the Board and committees.
Responsibility for management’s performance evaluation, compensation and succession planning:
•Discharge, and assist the Board in discharging, the responsibility of the Board relating to executive
compensation as set out in this committee’s charter;
•Set performance objectives for the CEO that encourage TD’s long-term financial success and
regularly measure the CEO’s performance against these objectives;
•Determine the recommended compensation for the CEO and certain senior officers in consultation
with independent advisors who help this committee set competitive compensation that meets TD’s
hiring, retention and performance objectives;
•Review candidates for CEO and recommend the best candidate to the Board as 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
TD’s annual proxy circular, and review, as appropriate, any other major public disclosures concerning
executive compensation.
Supervising the management of risk of TD:
•Identify and monitor the key risks of TD 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 TD 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 TD’s business strategies and plans from a risk perspective.
Supervising the quality and integrity of TD’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 TD 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 TD that are
federally regulated financial institutions and insurance companies;
•Receive reports on and approve, if appropriate, certain transactions with related parties.
*As of December 3, 2009 **Designated Audit Committee Financial Expert