COMMITTEE MEMBERS1
Corporate Governance Committee
Brian M. Levitt (Chair)
William E. Bennett Karen E. Maidment Alan N. MacGibbon
KEY RESPONSIBILITIES1
Responsibility for corporate governance of TD: • Set the criteria for selecting new directors and the Board’s approach to director independence; • Identify individuals qualified to become Board members and recommend to the Board the director nominees for the next annual meeting of shareholders and recommend candidates to fill vacancies on the Board that occur between meetings of the shareholders;
• Develop and recommend to the Board a set of corporate governance principles, including a code of conduct and ethics, aimed at fostering a healthy governance culture at TD;
• Review and recommend the compensation of the non-management directors of TD; • Satisfy itself that TD communicates effectively with its shareholders, other interested parties and the public through a responsive communication policy;
• Facilitate the evaluation of the Board and Committees; • Oversee an orientation program for new directors and continuing education for directors; and • Monitoring the functions of the Ombudsman, including by reviewing with the Ombudsman periodic reports on the activities of the Office of the Ombudsman.
Human Resources Committee
Karen E. Maidment (Chair)
Amy W. Brinkley Mary Jo Haddad Brian M. Levitt Nadir H. Mohamed
Responsibility for management’s performance evaluation, compensation and succession planning: • Discharge, and assist the Board in discharging, the responsibility of the Board relating to leadership, human resource planning and compensation, as set out in this Committee’s charter;
• Set performance objectives for the Chief Executive Officer (CEO), which encourage TD’s long-term financial success and regularly measure the CEO’s performance against these objectives;
• Recommend compensation for the CEO to the Board for approval, and determine compensation for certain senior officers;
• Oversee a robust talent planning and development process, including review and approval of the succession plans for the senior officer positions and heads of control functions;
• Review and recommend the CEO succession plan to the Board of Directors for approval; and • Produce a report on compensation which is published in TD’s annual proxy circular, and review, as appropriate, any other related major public disclosures concerning compensation.
Risk Committee
William E. Bennett (Chair)
Amy W. Brinkley Colleen A. Goggins David E. Kepler Alan N. MacGibbon Karen E. Maidment
Audit Committee
Alan N. MacGibbon2 (Chair)
William E. Bennett2 Brian C. Ferguson2 Jean-René Halde Irene R. Miller2 Claude Mongeau2
Supervising the management of risk of TD: • Approve the Enterprise Risk Framework (ERF) and related risk category frameworks and policies that establish the appropriate approval levels for decisions and other measures to manage risk to which TD is exposed;
• Review and recommend TD’s Risk Appetite Statement and related metrics for approval by the Board and monitor TD’s major risks as set out in the ERF;
• Review TD’s risk profile against Risk Appetite metrics; and • Provide a forum for “big-picture” analysis of an enterprise view of risk, including considering trends and emerging risks.
Supervising the quality and integrity of TD’s financial reporting: • Oversee reliable, accurate and clear financial reporting to shareholders; • Oversee the effectiveness of internal controls including controls over financial reporting; • Be directly responsible for the selection, compensation, retention and oversight of the work of the shareholders’ auditor – the shareholders’ auditor reports directly to this Committee;
• Receive reports from the shareholders’ auditor, Chief Financial Officer, Chief Auditor, Chief Compliance Officer and Global Anti-Money Laundering Officer, and evaluate the effectiveness and independence of each;
• Oversee the establishment and maintenance of processes that ensure TD is in compliance with the laws and regulations that apply to it, as well as its own policies;
• Act as the Audit Committee and Conduct Review Committee for certain subsidiaries of TD that are federally-regulated financial institutions and insurance companies; and
• Receive reports on and approve, if appropriate, certain transactions with related parties.
Additional information relating to the responsibilities of the Audit Committee in respect of the appointment and oversight of the shareholder’s independent external auditor is included in the Bank’s 2016 Annual Information Form.
1 As at November 30, 2016 2 Designated Audit Committee Financial Expert
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TD BANK GROUP ANNUAL REPORT 2016 CHAIRMAN OF THE BOARD’S MESSAGE
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