25 How We Operate Corporate Governance

The Board is responsible for setting “the tone at the top” for a culture of integrity and compliance throughout the bank. TD’s Board of Directors:

(information as of October 31, 2012)

Number of independent Board members

Board and Chair are separate

Committees of the Board and number of meetings (for the 12-month period ending October 31, 2012)

Board Diversity % of female Directors

% of visible minority Directors

% of independent Directors

+ TD’s 2013 Proxy Circular Full Board

Corporate Governance Committee

Risk Committee Audit Committee

Human Resources Committee

14 Yes

12 6

9

10 6

33.3% 6.6%

Over 93%

Board Evaluations The Board annually evaluates the effectiveness of the Board and its Chairman, its Committees and their Chairs, individual Directors and the CEO. The Corporate Governance Committee, working with an independent consultant, facilitates the annual feedback process. The Board’s approach to the feedback process is meant to be constructive and to ensure the right programs are in place for continuously improving Directors’ skills and Board functioning and effectiveness.

Recruitment

An overview of the process for recruiting new Directors, as well as competencies the Board considers most relevant to fulfill its many responsibilities can be found on our website.

Compensation

Full details on Director compensation can be found on page 12 of TD’s 2013 Proxy Circular. As of December 2001, the bank stopped issuing stock options to non-employee Directors as part of their Director compensation.

2012 Performance Highlights

At the Annual General Meeting in March 2012, we appointed one new female Director to the Board.

Board Committee activities also included:

• A comprehensive review of the Executive Compensation Plan.

• A review of compensation for front line employees in Canada and the United States.

• Through discussions with the TD Ombudsman reviewed progress made by retail business leaders in the development of initiatives to take the bank to “best in class” complaint resolution.

2012 AWARDS

TD placed in the top five in the Board Games 2012, Canadian corporate gover- nance rankings published by The Globe and Mail.

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TD placed in the top 10 for female representation on Canadian boards by Corporate Knights.

• Oversaw the effectiveness of the bank’s internal controls.

• Engaged in the setting goals and priorities for compliance and anti-money laundering.

• A review and approval of TD’s enterprise risk and risk appetite framework, which continue to enhance TD’s risk culture.

How is TD responding to the loss of trust in banking?

TD 2012 Corporate Responsibility Report