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5TD BANK GROUP ANNUAL REPORT 2012 CHAIRMAN OF THE BOARD’S MESSAGE
LOOKING AHEAD
While we expect the challenges of today will continue – slow growth,
regulatory uncertainty, and a challenging global economic environment
– we are confident in the strength and resilience of TD’s business
model and the people behind it. I’d like to highlight the tremendous
work of TD’s 85,000 employees during 2012. When faced with any
challenge – from a business imperative to the unprecedented impact
of Superstorm Sandy – they rose to the task and exemplified TD’s guid-
ing principles, day in and day out. TD employs a remarkable team of
people who care about their businesses, customers and communities,
and who continue to make TD The Better Bank.
Once again, on behalf of the board, I’d like to thank our shareholders
for their support and trust. We look forward to continuing to work on
your behalf in the year ahead.
Brian M. Levitt
Chairman of the Board
Chairman of the Board’s Message
During a year of slow economic growth, TD Bank Group achieved strong financial results, increased its
dividend twice and maintained a sound capital position. TD’s performance is a reflection of the bank’s
proven business strategy and the leadership team’s commitment to deliver value to all our stakeholders.
CORPORATE GOVERNANCE
Strong corporate governance is essential to any organization’s ability
to achieve sustainable growth and deliver shareholder value. In 2012,
TD was recognized in this regard with IR Magazine’s “Best Corporate
Governance” award.
TD’s board provides ongoing strategic counsel to the senior executive
team, evolving our practices to meet the needs of our business environ-
ment and continuing to ensure TD’s decisions align with its conservative
risk appetite. One of the most critical responsibilities of the board is
to ensure that TD has effective talent recruitment, development and
succession planning policies and practices. Recognizing that the next
CEO transition falls within the planning horizon, the board has increased
its strong focus on succession planning at the most senior levels of the
bank. Our objective is to ensure clarity in the roles and responsibilities
of the entire senior management team, to preserve the vital asset that
the team represents and to avoid the loss of institutional momentum
that can attend such transitions. We believe that we are well positioned
in this regard.
BOARD COMPOSITION
In 2012, we were pleased to welcome Colleen Goggins of Princeton,
New Jersey, to TD’s board. Colleen’s extensive business and leadership
experience have added valuable perspective to the board and the risk
committee. Earlier this year, Wendy Dobson, Pierre Lessard and Carole
Taylor stepped down from the board. I would like to thank them for
their contributions and years of service.
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
Amy W. Brinkley
Consultant, AWB
Consulting, LLC
Charlotte,
North Carolina
W. Edmund Clark
Group President and
Chief Executive Officer,
The Toronto-Dominion
Bank,
Toronto, Ontario
Colleen A. Goggins
Corporate Director
and former Worldwide
Chairman,
Consumer Group,
Johnson & Johnson,
Princeton, New Jersey
Henry H. Ketcham
Chairman and
Chief Executive Officer,
West Fraser Timber
Co. Ltd.,
Vancouver,
British Columbia
Brian M. Levitt
Chairman of the Board,
The Toronto-Dominion
Bank and Counsel,
Non-Executive Co-Chair,
Osler, Hoskin &
Harcourt LLP,
Montreal, Quebec
Harold H. MacKay
Counsel,
MacPherson Leslie &
Tyerman LLP,
Regina, Saskatchewan
Karen E. Maidment
Corporate Director
and former Chief
Financial and
Administrative Officer,
BMO Financial Group
Cambridge, Ontario
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
Wilbur J. Prezzano
Corporate Director and
Retired Vice Chairman,
Eastman Kodak
Company,
Charleston,
South Carolina
Helen K. Sinclair
Chief Executive Officer,
BankWorks Trading Inc.,
Toronto, Ontario
John M. Thompson
Corporate Director and
Retired Vice Chairman of
the Board,
IBM Corporation,
Toronto, Ontario
THE BOARD OF DIRECTORS
AND ITS COMMITTEES
Our directors as at December 1, 2012 are
listed below. Our Proxy Circular for the 2013
Annual Meeting will set out the director
candidates proposed for election at the
meeting and additional information about
each candidate including education, other
public board memberships held in the past
five years, areas of expertise, TD committee
membership, stock ownership and attendance
at Board and committee meetings.