26 Corporate Responsibility Governance

Corporate responsibility is a key part of TD’s strategy and is managed within a framework of internal control, governance and risk-management processes.

Corporate

Governance Committee

+

Board of Directors

+ Ethics and compliance

We are committed to creating a safe and secure environ- ment for our employees and customers, protecting the security of our customers’ information and doing our part to help ensure that TD’s banking system is not used for illegal purposes. We maintain and regularly update our global systems and controls to meet legal and regulatory requirements and address new threats as they emerge.

Group President + and Chief

Executive Officer

Corporate Citizenship Committee

Corporate

Responsibility Steering

Committee + +

Our employees are required to comply with a range of laws and regulations as well as internal policies, standards and guidelines, including those that cover:

1. Our Code of Conduct and Ethics; 2. Privacy compliance; 3. Anti-money laundering and anti-terrorist financing; 4. Anti-bribery and anti-corruption; and 5. Security and fraud protection.

Code of Conduct and Ethics

The Code provides a framework for how we interact with one another, our shareholders, customers, communities, suppliers and competitors. Employees understand clearly that any irregular business conduct, including bribery, corruption or insider trading, will not be tolerated. The document provides examples to illustrate acceptable and unacceptable behaviour.

The Code is reviewed annually and published in English and French. It applies to TD employees and Directors, who must attest annually that they understand the Code and comply with its provisions. A version of the Code applies to contract workers in North America. In 2012 we updated the Code to assist in promoting ethical behaviour and enhancing TD’s culture of integrity by:

• Increasing awareness and providing clarity about conduct that may result in criminal offences in addition to violating the Code;

How does TD guard against high-risk practices and unethical decisions?

• Promoting accountability with respect to conflicts of interest and clarifying how conflicts are addressed at TD; and

• Reinforcing the global sanctions policy and TD’s obligation to restrict or prohibit activities with sanctioned entities.

+ Code of Conduct and Ethics (PDF) + Whistleblower Hotline

Privacy

TD’s Global Privacy Program includes policies, procedures, standards and guidelines to help protect the privacy of our customers’ personal information and mitigate privacy risk. The program complies with applicable laws and regulations governing privacy. Robust governance and oversight promote an organizational culture that respects privacy. The privacy department is led by the Global Chief Privacy Officer, who reports to TD’s Chief Compliance Officer. Local Privacy Offices are responsible for the jurisdictions where we operate.

+ Our Privacy Commitments

Privacy and security web pages in Canada and the U.S. help customers understand how TD protects their personal information and how they can identify and protect themselves against fraud risks. As customers log on to conduct online banking they are given reminders and tips on how to protect against fraud.

TD 2012 Corporate Responsibility Report