TD Bank 2009 Annual Report Download - page 92

TD BANK FINANCIAL GROUP ANNUAL REPORT 2009 FINANCIAL RESULTS88
INDEPENDENT AUDITORS’ REPORTS TO SHAREHOLDERS
Report on Internal Controls under Standards of the Public
Company Accounting Oversight Board (United States)
We have audited the effectiveness of The Toronto-Dominion
Bank’s internal control over financial reporting as of October 31,
2009, based on criteria established in Internal Control – Inte-
grated 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 included in the accompanying Manage-
ment’s Report on Internal Control over Financial Reporting
contained in the accompanying Management’s Discussion and
Analysis. Our responsibility is to express an opinion on 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, assessing the risk
that a material weakness exists, testing and evaluating the design
and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we
considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.
A company’s internal 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 reason-
able 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 expendi-
tures 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 inade-
quate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
In our opinion, The Toronto-Dominion Bank maintained, in
all material respects, effective internal control over financial
reporting as of October 31, 2009, 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 Sheet of The Toronto-Dominion
Bank as at October 31, 2009 and 2008 and the Consolidated
Statements of Income, Changes in Shareholders’ Equity,
Comprehensive Income and Cash Flows for the years ended
October 31, 2009, 2008 and 2007 of The Toronto-Dominion
Bank and our report dated December 2, 2009 expressed an
unqualified opinion thereon.
Ernst & Young LLP
Chartered Accountants
Licensed Public Accountants
Toronto, Canada
December 2, 2009