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HOW WE OPERATE RESPONSIBLE BANKING WORKPLACE ENVIRONMENT COMMUNITY GOVERNANCE


G4-38 G4-39


LA-12


Corporate Governance and Integrity WHY IT’S MATERIAL TO TD


TD’s Board of Directors is elected by TD’s shareholders to oversee the management of the company and to assure that the long-term interests of shareholders are addressed responsibly, including addressing the concerns of other stakeholders including the bank’s employees, customers, regulators, communities and the public.


Our Approach


The Board of Directors and the management of TD are committed to leadership in corporate governance. We have designed our corporate governance policies, principles and practices to be sure we are focused on our responsibilities to our shareholders and other relevant stakeholders and on creating long-term shareholder value. We have an independent Chairman with a clear corporate governance leadership mandate and a Board that is responsible for fulfilling a number of duties, including:


• Setting the tone for risk, integrity and compliance culture throughout TD • Approving the strategy and business objectives of the bank and overseeing their execution


• Overseeing the identification and monitoring of the principal risks affecting the bank’s businesses


TD is committed to diversity and inclusion at all levels of the bank’s workforce as a business imperative. The Board’s approach to the identification and nomination of candidates for election to the Board is in keeping with that commitment. The Board’s diversity policy sets a goal that each gender comprises at least 30% of the Board’s independent directors.


Highlights of the Board’s and its Committees’ initiatives in fiscal 2015 are available in our 2016 Proxy Circular. TD also has extensive information about corporate governance practices available on our website.


Go Deeper The Board of Directors and Its Committees + +


Disclosure of Corporate Governance Policies and Practices


Page 54 2015 Performance


TD’s Board of Directors (Information as of 2016 Proxy Circular date – January 28, 2016) Number of independent Board members


Chair and CEO are separate Board oversight of corporate responsibility


Number of meetings (for the 12-month period ending October 31, 2015) Full Board


Corporate Governance Committee Risk Committee Audit Committee


Human Resources Committee


Board diversity % of female directors


% of visible minority directors % of independent directors


13


Yes Yes


10 6 9 8 6


36% 14% 93%


Promoting responsible conduct While reaching our business goals is critical to TD’s success, equally important is the way we achieve them. That’s why the actions of our employees are subject to a number of internal policies, standards and guidelines. Anyone working on behalf of TD is required to complete compliance training related to customer protection and responsible business conduct to mitigate the risk of employee misconduct that could lead to customer harm, reputational damage or legal liability. To ensure our employees understand current and evolving risks, we also continue to enhance the bank’s awareness and training programs on anti-money laundering (AML), anti- terrorist financing (ATF), sanctions and anti-bribery/anti-corruption (ABAC).


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