80 4.5

4.6 4.7

4.8 4.9

Linkage between compensation for members of the highest governance body, senior managers, and executives (including departure arrangements), and the organization’s performance (including social and environmental performance).

Processes in place for the highest governance body to ensure conflicts of interest are avoided.

Process for determining the composition, qualifications, and expertise of the members of the highest governance body and its committees, including any consideration of gender and other indicators of diversity.

Internally developed statements of mission or values, codes of conduct, and principles relevant to economic, environmental, and social performance and the status of their implementation.

Procedures of the highest governance body for overseeing the organization’s identification and management of economic, environmental, and social performance, including relevant risks and opportunities, and adherence or compliance with internationally agreed standards, codes of conduct, and principles.

4.10 4.11 4.12 4.13

Processes for evaluating the highest governance body’s own performance, particularly with respect to economic, environmental, and social performance.

Explanation of whether and how the precautionary approach or principle is addressed by the organization.

Externally developed economic, environmental, and social charters, principles, or other initiatives to which the organization subscribes or endorses.

Memberships in associations (such as industry associations) and/or national/international advocacy organizations in which the organization: * Has positions in governance bodies; * Participates in projects or committees; * Provides substantive funding beyond routine membership dues; or * Views membership as strategic.

4.14 4.15 4.16 List of stakeholder groups engaged by the organization. Basis for identification and selection of stakeholders with whom to engage.

Approaches to stakeholder engagement, including frequency of engagement by type and by stakeholder group.

4.17

Key topics and concerns that have been raised through stakeholder engagement, and how the organization has responded to those key topics and concerns, including through its reporting.

F

F F

PC – Performance and compensation (p33-35) TD’s Approach to Compensation (PDF)

PC – Conflicts of interest (p66) PC – Nomination of Directors (p66)

F What We Value (p7) Ethics and Compliance (p26) Scorecards (PDF)

F

Corporate Responsibility Governance (p25) AR – Environmental Risk (p82-3) Environmental Governance Diversity Governance

F F F F

PC – Assessment (p69) Environmental Governance Diversity Governance

AR – Environmental Risk (p82-3) Water Risk (p55)

United Nations Principles for Responsible Investing Equator Principles

Affiliations

F F F

Engaging Stakeholder (p9) Material Topics (p14) List of Stakeholder Groups and Discussion Topics (PDF)

Engaging Stakeholder (p9) Full Report on Stakeholder Panel (PDF)

Engaging Stakeholder (p9) With teams across TD dedicated to maintaining relationships, we interact with several stakeholder groups on a daily and/or weekly basis, responding to the issues and concerns brought to our attention.

F

Engaging Stakeholder (p9) Material Topics (p14)

Full Report on Stakeholder Panel (PDF) List of Stakeholder Groups and Discussion Topics (PDF)

TD 2012 Corporate Responsibility Report