EX-99.1 3 ex991.htm EX-99.1 ex991
ex991p1i0
The Toronto
 
-Dominion Bank
ANNUAL INFORMATION
 
FORM
December 4, 2024
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Documents Incorporated by Reference
Portions
 
of
 
this
 
Annual
 
Information
 
Form
 
(“AIF”)
 
are
 
disclosed
 
in
 
the
 
annual
 
consolidated
 
financial
statements (the
 
“Annual
 
Financial
 
Statements”)
 
and management’s
 
discussion
 
and analysis
 
of the
 
Bank
(as
 
defined
 
below)
 
for
 
the
 
year
 
ended
 
October
 
31,
 
2024
 
(the
 
"2024
 
MD&A")
 
and
 
are
 
incorporated
 
by
reference into this AIF.
Page
Reference in
AIF
Page / Incorporated by
Reference from Annual
Financial Statements
Page / Incorporated by
Reference From 2024
MD&A
CORPORATE STRUCTURE
Name, Address and Incorporation
4
-
-
Intercorporate Relationships
4
-
-
GENERAL DEVELOPMENT OF THE BUSINESS
Three Year History
4
-
4-14, 21-39
DESCRIPTION OF THE BUSINESS
Review of Business, including Foreign Operations
6
11-15
4-11, 21-39
Investment in The Charles Schwab Corporation
6
64
10, 11, 21, 27-31, 60
Competition
-
-
67
Intangible Properties
-
25, 29, 65-66
-
Average Number of Employees
6
-
-
Lending
-
-
42-51, 76-81
Social and Environmental Policies
6
-
102-104
Risk Factors
6
-
61-104
DIVIDENDS
Dividends per Share for the Bank (October 31
st
 
year-end)
7
-
-
Dividend Restrictions
8
72
55
CAPITAL STRUCTURE
Common Shares
8
70-73
58
Preferred Shares
9
70-72
58
Limited Recourse Capital Notes
10
70-72
58
Perpetual Notes
10
Constraints
11
-
-
Ratings
12
-
93
MARKET FOR SECURITIES OF THE BANK
Market Listings
14
-
-
Trading Price and Volume
14
-
-
Prior Sales
15
-
-
ESCROWED SECURITIES AND SECURITIES SUBJECT TO
CONTRACTUAL RESTRICTIONS ON TRANSFER
15
-
-
DIRECTORS AND EXECUTIVE OFFICERS
Directors and Board Committees of the Bank
16
-
-
Audit Committee
20
-
-
Additional Information Regarding the Audit Committee
 
and
Shareholders' Auditor
21
-
-
Executive Officers of the Bank
22
-
-
Shareholdings of Directors and Executive Officers
24
-
-
Additional Disclosure for Directors and Executive Officers
24
-
-
Pre-Approval Policies and Shareholders’ Auditor Service Fees
25
-
-
LEGAL PROCEEDINGS AND REGULATORY ACTIONS
26
86-87
-
INTEREST OF MANAGEMENT AND OTHERS IN
MATERIAL TRANSACTIONS
26
89
-
TRANSFER AGENTS AND REGISTRARS
Transfer Agent
26
-
-
Co-transfer Agent and Registrar
27
-
-
INTERESTS OF EXPERTS
27
-
-
MATERIAL CONTRACTS
27
ADDITIONAL INFORMATION
28
-
-
APPENDIX "A" – Intercorporate Relationships
APPENDIX "B" – Description of Ratings
APPENDIX "C" – Audit Committee Charter
Unless otherwise specified, this AIF presents
 
information as at October 31, 2024.
 
Caution Regarding Forward-Looking Statements
 
From
 
time
 
to
 
time,
 
the
 
Bank
 
(as
 
defined
 
in
 
this
 
document)
 
makes
 
written
 
and/or
 
oral
 
forward-looking
statements,
 
including
 
in
 
this
 
document,
 
in
 
other
 
filings
 
with
 
Canadian
 
regulators
 
or
 
the
 
United
 
States
(U.S.)
 
Securities
 
and
 
Exchange
 
Commission
 
(SEC),
 
and
 
in
 
other
 
communications.
 
In
 
addition,
representatives
 
of
 
the
 
Bank
 
may
 
make
 
forward-looking
 
statements
 
orally
 
to
 
analysts,
 
investors,
 
the
media,
 
and
 
others.
 
All
 
such
 
statements
 
are
 
made
 
pursuant
 
to
 
the
 
“safe
 
harbour”
 
provisions
 
of,
 
and
 
are
intended
 
to
 
be
 
forward-looking
 
statements
 
under,
 
applicable
 
Canadian
 
and
 
U.S.
 
securities
 
legislation,
including the
 
U.S.
 
Private
 
Securities
 
Litigation
 
Reform
 
Act of
 
1995.
 
Forward-looking
 
statements
 
include,
but
 
are
 
not
 
limited
 
to,
 
statements
 
made
 
in
 
this
 
document,
 
the
 
Management’s
 
Discussion
 
and
 
Analysis
(“2024 MD&A”)
 
in the
 
Bank’s 2024
 
Annual Report
 
under the
 
heading “Economic
 
Summary and
 
Outlook”,
under the
 
headings “Key
 
Priorities for
 
2025” and
 
“Operating Environment
 
and Outlook”
 
for the
 
Canadian
Personal
 
and
 
Commercial
 
Banking,
 
U.S.
 
Retail,
 
Wealth
 
Management
 
and
 
Insurance,
 
and
 
Wholesale
Banking
 
segments,
 
and
 
under
 
the
 
heading
 
“2024
 
Accomplishments
 
and
 
Focus
 
for
 
2025”
 
for
 
the
Corporate segment,
 
and in
 
other statements
 
regarding
 
the Bank’s
 
objectives
 
and priorities
 
for 2025
 
and
beyond and
 
strategies to
 
achieve them,
 
the regulatory
 
environment in
 
which the
 
Bank operates,
 
and the
Bank’s anticipated financial performance.
 
Forward-looking
 
statements
 
are
 
typically
 
identified
 
by
 
words
 
such
 
as
 
“will”,
 
“would”,
 
“should”,
 
“believe”,
“expect”, “anticipate”,
 
“intend”, “estimate”,
 
“plan”, “goal”,
 
“target”, “may”,
 
and “could”.
 
By their very
 
nature,
these forward-looking statements
 
require the Bank to
 
make assumptions and are
 
subject to inherent risks
and
 
uncertainties,
 
general
 
and
 
specific.
 
Especially
 
in
 
light
 
of
 
the
 
uncertainty
 
related
 
to
 
the
 
physical,
financial, economic,
 
political, and
 
regulatory environments,
 
such risks
 
and uncertainties
 
– many
 
of which
are
 
beyond
 
the
 
Bank’s
 
control
 
and
 
the
 
effects
 
of
 
which
 
can
 
be
 
difficult
 
to
 
predict
 
–
 
may
 
cause
 
actual
results to differ materially from the expectations expressed
 
in the forward-looking statements.
 
Risk factors
 
that could
 
cause, individually
 
or in
 
the aggregate,
 
such differences
 
include: strategic,
 
credit,
market
 
(including
 
equity,
 
commodity,
 
foreign
 
exchange,
 
interest
 
rate,
 
and
 
credit
 
spreads),
 
operational
(including
 
technology,
 
cyber
 
security,
 
process,
 
systems,
 
data,
 
third-party,
 
fraud,
 
infrastructure,
 
insider
and
 
conduct),
 
model,
 
insurance,
 
liquidity,
 
capital
 
adequacy,
 
legal
 
and
 
regulatory
 
compliance
 
(including
financial crime), reputational, environmental and social, and
 
other risks.
 
Examples of
 
such risk
 
factors include
 
general business
 
and economic
 
conditions
 
in the
 
regions in
 
which
the Bank
 
operates (including
 
the economic,
 
financial,
 
and other
 
impacts of
 
pandemics); geopolitical
 
risk;
inflation,
 
interest
 
rates
 
and
 
recession
 
uncertainty;
 
regulatory
 
oversight
 
and
 
compliance
 
risk;
 
risks
associated
 
with
 
the
 
Bank's
 
ability
 
to
 
satisfy
 
the
 
terms
 
of
 
the
 
global
 
resolution
 
of
 
the
 
civil
 
and
 
criminal
investigations into
 
the Bank's
 
U.S. BSA/AML
 
program; the
 
impact of
 
the global
 
resolution of
 
the civil
 
and
criminal
 
investigations
 
into
 
the
 
Bank's
 
U.S.
 
BSA/AML
 
program
 
on
 
the
 
Bank's
 
businesses,
 
operations,
financial condition, and
 
reputation; the ability
 
of the Bank
 
to execute on
 
long-term strategies, shorter
 
-term
key
 
strategic
 
priorities,
 
including
 
the
 
successful
 
completion
 
of
 
acquisitions
 
and
 
dispositions
 
and
integration
 
of
 
acquisitions,
 
the
 
ability
 
of
 
the
 
Bank
 
to
 
achieve
 
its
 
financial
 
or
 
strategic
 
objectives
 
with
respect to its investments,
 
business retention plans, and
 
other strategic plans; the
 
risk of large declines
 
in
the
 
value
 
of
 
Bank's
 
Schwab
 
equity
 
investment
 
and
 
corresponding
 
impact
 
on
 
TD's
 
market
 
value;
technology and cyber security
 
risk (including cyber-attacks,
 
data security breaches or
 
technology failures)
on
 
the
 
Bank’s
 
technologies,
 
systems
 
and
 
networks,
 
those
 
of
 
the
 
Bank’s
 
customers
 
(including
 
their
 
own
devices), and third
 
parties providing services
 
to the Bank;
 
data risk; model
 
risk; fraud activity;
 
insider risk;
conduct
 
risk;
 
the
 
failure
 
of
 
third
 
parties
 
to
 
comply
 
with
 
their
 
obligations
 
to
 
the
 
Bank
 
or
 
its
 
affiliates,
including
 
relating
 
to
 
the
 
care
 
and
 
control
 
of
 
information,
 
and
 
other
 
risks
 
arising
 
from
 
the
 
Bank’s
 
use
 
of
third-parties;
 
the
 
impact
 
of
 
new
 
and
 
changes
 
to,
 
or
 
application
 
of,
 
current
 
laws,
 
rules
 
and
 
regulations,
including
 
without
 
limitation
 
consumer
 
protection
 
laws
 
and
 
regulations,
 
tax
 
laws,
 
capital
 
guidelines
 
and
liquidity
 
regulatory
 
guidance;
 
increased
 
competition
 
from
 
incumbents
 
and
 
new
 
entrants
 
(including
Fintechs
 
and
 
big
 
technology
 
competitors);
 
shifts
 
in
 
consumer
 
attitudes
 
and
 
disruptive
 
technology;
environmental and
 
social risk
 
(including climate-related
 
risk); exposure
 
related to
 
litigation and
 
regulatory
matters; ability
 
of the
 
Bank to
 
attract, develop,
 
and retain
 
key talent;
 
changes in
 
foreign exchange
 
rates,
interest rates, credit
 
spreads and equity
 
prices; downgrade,
 
suspension or withdrawal
 
of ratings assigned
by any rating
 
agency,
 
the value and
 
market price of
 
the Bank's common
 
shares and other
 
securities may
 
 
be impacted by market conditions and other
 
factors; the interconnectivity of Financial Institutions
 
including
existing
 
and
 
potential
 
international
 
debt
 
crises;
 
increased
 
funding
 
costs
 
and
 
market
 
volatility
 
due
 
to
market
 
illiquidity
 
and
 
competition
 
for
 
funding;
 
critical
 
accounting
 
estimates
 
and
 
changes
 
to
 
accounting
standards,
 
policies,
 
and
 
methods
 
used
 
by
 
the
 
Bank;
 
and
 
the
 
occurrence
 
of
 
natural
 
and
 
unnatural
catastrophic events and claims resulting from such events.
 
The
 
Bank
 
cautions
 
that
 
the
 
preceding
 
list
 
is
 
not
 
exhaustive
 
of
 
all
 
possible
 
risk
 
factors
 
and
 
other
 
factors
could
 
also
 
adversely
 
affect
 
the
 
Bank’s
 
results.
 
For
 
more
 
detailed
 
information,
 
please
 
refer
 
to
 
the
 
“Risk
Factors and Management”
 
section of the
 
2024 MD&A,
 
as may be
 
updated in subsequently
 
filed quarterly
reports
 
to
 
shareholders
 
and
 
news
 
releases
 
(as
 
applicable)
 
related
 
to
 
any
 
events
 
or
 
transactions
discussed under
 
the heading
 
“Significant Events”
 
or "Significant
 
and Subsequent
 
Events" in
 
the relevant
MD&A, which applicable releases may be found on www.td.com.
 
All
 
such
 
factors,
 
as
 
well
 
as
 
other
 
uncertainties
 
and
 
potential
 
events,
 
and
 
the
 
inherent
 
uncertainty
 
of
forward-looking
 
statements,
 
should
 
be
 
considered
 
carefully
 
when
 
making
 
decisions
 
with
 
respect
 
to
 
the
Bank. The
 
Bank cautions
 
readers not
 
to place
 
undue reliance
 
on the
 
Bank’s forward
 
-looking statements.
Material economic assumptions underlying the forward
 
-looking statements contained in this document
 
are
set out in the 2024 MD&A under the heading
 
“Economic Summary and Outlook”, under the
 
headings “Key
Priorities for
 
2025”
 
and
 
“Operating
 
Environment
 
and
 
Outlook”
 
and "Significant
 
Events"
 
for the
 
Canadian
Personal
 
and
 
Commercial
 
Banking,
 
U.S.
 
Retail,
 
Wealth
 
Management
 
and
 
Insurance,
 
and
 
Wholesale
Banking
 
segments,
 
and
 
under
 
the
 
heading
 
“2024
 
Accomplishments
 
and
 
Focus
 
for
 
2025”
 
for
 
the
Corporate segment, each as may be updated in subsequently
 
filed quarterly reports to shareholders.
 
Any forward-looking
 
statements
 
contained
 
in this
 
document represent
 
the views
 
of management
 
only as
of the date hereof and
 
are presented for the
 
purpose of assisting the
 
Bank’s shareholders
 
and analysts in
understanding
 
the
 
Bank’s
 
financial
 
position,
 
objectives
 
and
 
priorities
 
and
 
anticipated
 
financial
performance
 
as
 
at
 
and
 
for
 
the
 
periods
 
ended
 
on
 
the
 
dates
 
presented,
 
and
 
may
 
not
 
be
 
appropriate
 
for
other purposes. The
 
Bank does not
 
undertake to update
 
any forward-looking
 
statements, whether
 
written
or
 
oral,
 
that
 
may
 
be
 
made
 
from
 
time
 
to
 
time
 
by
 
or
 
on
 
its
 
behalf,
 
except
 
as
 
required
 
under
 
applicable
securities legislation.
CORPORATE STRUCTURE
 
Name, Address and Incorporation
The Toronto
 
-Dominion
 
Bank
 
and its
 
subsidiaries
 
are collectively
 
known as
 
TD
 
Bank
 
Group ("TD"
 
or the
"Bank"). The
 
Toronto
 
-Dominion Bank,
 
a Schedule
 
1 chartered
 
bank subject
 
to the
 
provisions of
 
the
Bank
Act
 
(Canada) (the
 
“Bank Act”),
 
was formed
 
on February
 
1, 1955
 
through the
 
amalgamation
 
of The
 
Bank
of
 
Toronto
 
(chartered
 
in
 
1855)
 
and
 
The
 
Dominion
 
Bank
 
(chartered
 
in
 
1869).
 
The
 
Bank’s
 
head
 
office
 
is
located at Toronto
 
-Dominion Centre, P.O.
 
Box 1, King Street West
 
and Bay Street, Toronto,
 
Ontario, M5K
1A2.
Intercorporate Relationships
Information
 
about
 
the
 
intercorporate
 
relationships
 
among
 
the
 
Bank
 
and
 
its
 
principal
 
subsidiaries
 
is
provided in Appendix “A” to this AIF.
 
GENERAL DEVELOPMENT OF THE BUSINESS
Three Year History
 
On
 
October
 
6,
 
2020,
 
The
 
Charles
 
Schwab
 
Corporation
 
("Schwab")
 
completed
 
its
 
acquisition
 
of
 
TD
Ameritrade
 
Holding
 
Corporation
 
("TD
 
Ameritrade"),
 
of
 
which
 
the
 
Bank
 
was
 
a
 
major
 
shareholder
 
(the
"Schwab
 
transaction").
 
Upon
 
closing,
 
the
 
Bank
 
exchanged
 
its
 
approximate
 
43%
 
ownership
 
in
 
TD
Ameritrade
 
for
 
an
 
approximate
 
13.5%
 
stake
 
in
 
Schwab,
 
consisting
 
of
 
9.9%
 
voting
 
common
 
shares
 
and
the
 
remainder
 
in
 
non-voting
 
common
 
shares,
 
convertible
 
into
 
voting
 
common
 
shares
 
upon
 
transfer
 
to
 
a
third party.
 
On August
 
1, 2022,
 
the Bank
 
sold 28.4
 
million non-voting
 
common shares
 
of Schwab,
 
which
reduced the Bank’s
 
ownership interest in Schwab
 
to approximately 12.0%.
 
On August 21, 2024,
 
the Bank
sold
 
40,500,000
 
voting
 
common
 
shares
 
of
 
Schwab,
 
which
 
reduced
 
the
 
Bank's
 
ownership
 
interest
 
in
Schwab to approximately 10.1%.
 
In
 
addition,
 
on
 
November
 
25,
 
2019,
 
the
 
Bank
 
and
 
Schwab
 
entered
 
into
 
an
 
insured
 
deposit
 
account
agreement
 
(the
 
"2019
 
Schwab
 
IDA
 
Agreement"),
 
which
 
became
 
effective
 
upon
 
closing
 
of
 
the
 
Schwab
transaction
 
and
 
had
 
an
 
initial
 
expiration
 
date
 
of
 
July
 
1,
 
2031.
 
On
 
May
 
4,
 
2023,
 
the
 
Bank
 
and
 
Schwab
entered
 
into
 
an
 
amended
 
insured
 
deposit
 
account
 
agreement,
 
which
 
replaces
 
the
 
2019
 
Schwab
 
IDA
Agreement and extends the initial expiration date by
 
three years to July 1, 2034.
On
 
February
 
28,
 
2022,
 
the
 
Bank
 
and
 
First
 
Horizon
 
Corporation
 
("First
 
Horizon")
 
announced
 
a
 
definitive
agreement
 
(the
 
"Merger
 
Agreement")
 
for
 
the
 
Bank
 
to
 
acquire
 
First
 
Horizon.
 
On
 
May
 
4,
 
2023,
 
the
 
Bank
and
 
First
 
Horizon
 
announced
 
their
 
mutual
 
decision
 
to
 
terminate
 
the
 
Merger
 
Agreement
 
and
 
the
 
Bank
made a $306 million (US$225 million) cash payment to First
 
Horizon in connection with such termination.
 
On March 1, 2023, the
 
Bank completed its acquisition
 
of Cowen Inc. ("Cowen"),
 
advancing the Wholesale
Banking
 
segment’s
 
long-term
 
growth
 
strategy
 
in
 
the
 
U.S.
 
and
 
adding
 
complementary
 
products
 
and
services to the Bank’s existing businesses.
 
On October
 
10,
 
2024, following
 
active
 
cooperation
 
and
 
engagement
 
with
 
authorities
 
and
 
regulators,
 
the
Bank
 
reached
 
a
 
resolution
 
with
 
respect
 
to
 
previously
 
disclosed
 
investigations
 
related
 
to
 
its
 
U.S.
 
Bank
Secrecy Act ("BSA")
 
and Anti-Money
 
Laundering ("AML")
 
compliance programs.
 
The Bank and
 
certain of
its U.S.
 
subsidiaries
 
consented to
 
orders with
 
the Office
 
of the
 
Comptroller of
 
the Currency
 
("OCC"), the
Federal
 
Reserve
 
Board
 
("FRB"),
 
and
 
the
 
Financial
 
Crimes
 
Enforcement
 
Network
 
(FinCEN)
 
and
 
entered
into plea
 
agreements
 
with
 
the Department
 
of
 
Justice
 
("DOJ"),
 
Criminal
 
Division,
 
Money
 
Laundering
 
and
Asset
 
Recovery
 
Section
 
and
 
the
 
United
 
States
 
Attorney’s
 
Office
 
for
 
the
 
District
 
of
 
New
 
Jersey
(collectively,
 
the
 
"Global
 
Resolution").
 
Details
 
of
 
the
 
Global
 
Resolution
 
include:
 
(i)
 
a
 
total
 
payment
 
of
US$3.088
 
billion
 
(C$4.233
 
billion),
 
all
 
which
 
was
 
provisioned
 
during
 
the
 
2024
 
fiscal
 
year;
 
(ii)
 
TD
 
Bank,
N.A. ("TDBNA")
 
pleading guilty
 
to one
 
count of
 
conspiring to
 
fail to
 
maintain an
 
adequate AML
 
program,
fail
 
to
 
file
 
accurate
 
currency
 
transaction
 
reports
 
("CTRs")
 
and
 
launder
 
money
 
and
 
TD
 
Bank
 
US
 
Holding
Company ("TDBUSH")
 
pleading guilty
 
to two counts
 
of failing to
 
maintain an adequate
 
AML program and
failing to
 
file accurate
 
CTRs;
 
(iii) requirements
 
to remediate
 
the Bank’s
 
U.S. BSA/AML
 
program,
 
broadly
aligned
 
to
 
its
 
existing
 
remediation
 
program,
 
which
 
requirements
 
the
 
Bank
 
has
 
begun
 
to
 
address;
 
(iv)
 
a
requirement to prioritize the funding and staffing
 
of the remediation, which includes Board
 
certifications for
dividend distributions
 
from certain
 
of the
 
Bank's U.S.
 
subsidiaries to
 
the Bank;
 
(v) formal
 
oversight of
 
the
U.S. BSA/AML remediation
 
through an independent compliance
 
monitorship; (vi) a
 
prohibition against the
average combined
 
total assets
 
of TD’s
 
two U.S. banking
 
subsidiaries (TD
 
Bank, N.A.
 
and TD
 
Bank USA,
N.A.) (collectively,
 
the “U.S.
 
Bank”) exceeding
 
US$434 billion
 
(representing the
 
combined total
 
assets of
the
 
U.S.
 
Bank
 
as
 
at
 
September
 
30,
 
2024),
 
and
 
if
 
the
 
U.S.
 
Bank
 
does
 
not
 
achieve
 
compliance
 
with
 
all
actionable articles
 
in the
 
OCC consent
 
orders (and
 
for each
 
successive year
 
that the
 
U.S. Bank
 
remains
non-compliant), the
 
OCC may
 
require the
 
U.S. Bank
 
to further
 
reduce total
 
consolidated assets
 
by up
 
to
7%;
 
(vii)
 
the
 
U.S.
 
Bank
 
being
 
subject
 
to
 
OCC
 
supervisory
 
approval
 
processes
 
for
 
any
 
additions
 
of
 
new
bank products,
 
services, markets,
 
and stores
 
prior to
 
the OCC's
 
acceptance of
 
the U.S.
 
Bank's improved
AML policies
 
and
 
procedures,
 
to
 
ensure
 
the
 
AML
 
risk
 
of
 
new
 
initiatives
 
is
 
appropriately
 
considered
 
and
mitigated;
 
(viii)
 
requirements
 
for
 
the
 
Bank
 
and
 
TD
 
Group
 
U.S.
 
Holdings,
 
LLC
 
to
 
retain
 
a
 
third
 
party
 
to
assess
 
the effectiveness
 
of
 
the corporate
 
governance
 
and U.S.
 
management
 
structure
 
and
 
composition
to
 
adequately
 
oversee
 
U.S.
 
operations;
 
and
 
(ix)
 
requirements
 
to
 
comply
 
with
 
the
 
terms
 
of
 
the
 
plea
agreements with the DOJ
 
during a five-year term
 
of probation (which could
 
be extended as a
 
result of the
Bank failing to complete the
 
compliance undertakings, failing to
 
cooperate or to report alleged
 
misconduct
as
 
required,
 
or
 
committing
 
additional
 
crimes);
 
(x)
 
an
 
ongoing
 
obligation
 
to
 
cooperate
 
with
 
DOJ
investigations; and
 
(xi) an
 
ongoing obligation
 
to report
 
evidence or
 
allegations of
 
violations by
 
the Bank,
its
 
affiliates,
 
or
 
their
 
employees
 
that
 
may
 
be
 
a
 
violation
 
of
 
U.S.
 
federal
 
law.
 
The
 
Bank
 
is
 
focused
 
on
remediating
 
its
 
U.S.
 
BSA/AML
 
program
 
to
 
meet
 
the
 
requirements
 
of
 
the
 
Global
 
Resolution.
 
Additional
information
 
about
 
the
 
Global
 
Resolution
 
can
 
be
 
found
 
under
 
"Significant
 
Events
 
–
 
Global
 
Resolution
 
of
the Investigations
 
into the
 
Bank's U.S.
 
BSA/AML Program"
 
on pages
 
4 to
 
9 of
 
the 2024
 
MD&A, which
 
is
incorporated by reference.
 
DESCRIPTION OF THE BUSINESS
The Toronto
 
-Dominion
 
Bank
 
and its
 
subsidiaries
 
are collectively
 
known as
 
TD
 
Bank
 
Group
 
("TD"
 
or the
"Bank"). TD
 
is the
 
sixth largest
 
bank in
 
North America
 
by assets
 
and serves
 
over 27.9
 
million customers
in four key businesses
 
operating in a number
 
of locations in
 
financial centres around
 
the globe: Canadian
Personal
 
and
 
Commercial
 
Banking,
 
including
 
TD
 
Canada
 
Trust
 
and
 
TD
 
Auto
 
Finance
 
Canada;
 
U.S.
Retail, including
 
TD Bank,
 
America's Most
 
Convenient Bank®,
 
TD Auto
 
Finance U.S.,
 
TD Wealth
 
(U.S.),
and
 
an
 
investment
 
in
 
The
 
Charles
 
Schwab
 
Corporation;
 
Wealth
 
Management
 
and
 
Insurance,
 
including
TD
 
Wealth
 
(Canada),
 
TD
 
Direct
 
Investing,
 
and
 
TD
 
Insurance;
 
and
 
Wholesale
 
Banking,
 
including
 
TD
Securities and
 
TD Cowen.
 
TD also
 
ranks
 
among the
 
world's leading
 
online financial
 
services
 
firms, with
more than
 
17 million
 
active online
 
and mobile
 
customers. TD
 
had $2.06
 
trillion in
 
assets on
 
October 31,
2024.
 
The
 
Toronto
 
-Dominion
 
Bank
 
trades
 
under
 
the
 
symbol
 
"TD"
 
on
 
the
 
Toronto
 
and
 
New
 
York
 
Stock
Exchanges.
 
Descriptions of
 
TD’s
 
significant business
 
segments and
 
related information
 
are provided
 
on pages
 
14 to
15 and 21 to 39 of the 2024 MD&A, which are incorporated
 
by reference.
Investment in The Charles Schwab Corporation
See
 
"General
 
Development
 
of
 
the
 
Business"
 
above
 
for
 
additional
 
information
 
regarding
 
the
 
Bank's
ownership in Schwab.
 
T
he
 
Bank
 
owned
an
 
approximate
 
10.1%
 
stake
 
in
 
Schwab
 
as
 
at
 
October
 
31,
 
2024
 
consisting
 
of
approximately
 
7.5%
 
in
 
voting
 
common
 
shares
 
and
 
the
 
remainder
 
in
 
non-voting
 
common
 
shares
 
of
Schwab.
Schwab is a
 
leading provider
 
of financial services.
 
Through its subsidiaries,
 
Schwab provides
 
a full range
of
 
wealth
 
management,
 
securities
 
brokerage,
 
banking,
 
asset
 
management,
 
custody,
 
and
 
financial
advisory services to
 
individual investors and
 
independent investment
 
advisors. Schwab is
 
a U.S. publicly-
traded company and its common stock is listed on The New
 
York Stock
 
Exchange.
The
 
Bank
 
and
 
Schwab
 
are
 
party
 
to
 
a
 
stockholder
 
agreement
 
(the
 
"Stockholder
 
Agreement"),
 
which
became effective
 
upon closing
 
of the
 
Schwab transaction.
 
Under the
 
Stockholder
 
Agreement: (i)
 
subject
to meeting
 
certain
 
conditions,
 
the
 
Bank has
 
two seats
 
on Schwab's
 
Board of
 
Directors,
 
which seats
 
are
currently held
 
by Mr.
 
Bharat Masrani
 
and Mr.
 
Brian Levitt,
 
(ii) the
 
TD Bank
 
Group is
 
not permitted
 
to own
more
 
than
 
9.9%
 
voting
 
common
 
shares
 
of
 
Schwab,
 
and
 
(iii)
 
the
 
Bank
 
is
 
subject
 
to
 
customary
 
standstill
restrictions and, subject to certain exceptions, transfer
 
restrictions.
Average Number of Employees
TD had an average of 101,759 full-time equivalent employees
 
for fiscal 2024.
 
Social and Environmental Policies
 
The
 
Bank
 
publishes
 
a
 
Sustainability
 
Report
 
outlining
 
the
 
Bank's
 
social
 
and
 
environmental
 
policies
 
and
strategies.
 
This
 
report
 
and
 
other
 
related
 
information
 
is
 
available
 
on
 
the
 
Bank's
 
website.
 
Additional
information
 
about
 
the
 
Bank's
 
social
 
and
 
environmental
 
policies
 
can
 
be
 
found
 
under
 
"Environmental
 
and
Social Risk” on pages 102 to 104 of the 2024 MD&A, which
 
is incorporated by reference.
 
Risk Factors
The
 
Bank
 
considers
 
it
 
critical
 
to
 
regularly
 
assess
 
its
 
operating
 
environment
 
and
 
highlight
 
top
 
and
emerging
 
risks,
 
which
 
are
 
risks
 
with
 
a
 
potential
 
to
 
have
 
a
 
material
 
effect
 
on
 
the
 
Bank
 
and
 
where
 
the
attention
 
of
 
senior
 
leaders
 
is
 
focused
 
due
 
to
 
the
 
potential
 
magnitude
 
or
 
immediacy
 
of
 
their
 
impact.
 
An
explanation
 
of
 
the
 
types
 
of
 
risks
 
facing
 
the
 
Bank
 
and
 
its
 
businesses
 
and
 
the
 
ways
 
in
 
which
 
the
 
Bank
manages them
 
can be
 
found under
 
the heading
 
“Risk Factors
 
and Management”
 
on pages
 
61 to
 
104 of
the 2024 MD&A, which is incorporated by reference.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DIVIDENDS
 
Dividends per Share for the Bank (October 31
st
 
year-end)
1
 
Type of Shares
2024
2023
2022
Common Shares
4.08
3.84
$3.56
Class A First Preferred Shares (Non-Viability
 
Contingent Capital)
1
Series 1
2
 
$1.24
 
$0.92
$0.92
Series 3
3
-
 
$0.92
$0.92
Series 5
$0.97
$0.97
$0.97
Series 7
$0.80
 
$0.80
$0.80
Series 9
$0.81
 
$0.81
$0.81
Series 16
$1.58
 
$1.58
$1.13
 
Series 18
4
 
 
$1.44
$1.31
$1.18
Series 20
5
 
-
 
$1.19
$1.19
Series 22
6
 
 
-
$1.30
$1.30
Series 24
7
 
-
 
$1.28
$1.28
Series 26
8
-
-
-
Series 27
9
 
$57.50
$57.50
$32.85
Series 28
9
$72.32
 
$72.32
$19.42
Series 29
10
-
-
-
Series 30
11
-
-
-
Series 31
12
 
-
-
-
Notes:
1
 
Except as noted, dividends are payable quarterly on last day of January, April, July and October in each year, in an amount
per
 
share
 
per
 
annum
 
determined
 
by
 
multiplying
 
the
 
Annual
 
Fixed
 
Dividend
 
Rate
 
(as
 
defined
 
within
 
each
 
Prospectus
Supplement) applicable to such Subsequent Fixed
 
Rate Period by $25.00.
2
 
On October
 
16, 2024,
 
the Bank
 
announced that
 
none of
 
its 20
 
million Non-Cumulative
 
5-Year
 
Rate Reset
 
Class A
 
First
Preferred Shares, Series 1 (Non-Viability Contingent Capital
 
(NVCC)) (the "Series 1 Shares") will be
 
converted on October
31, 2024
 
into Non-Cumulative
 
Floating Rate
 
Class A
 
First Preferred
 
Shares, Series
 
2 (NVCC)
 
(the "Series
 
2 Shares")
 
of
TD. As had been previously announced on October 1, 2024, the dividend
 
rate for the Series 1 Shares for the 5-year period
from
 
and including
 
October 31,
 
2024 to
 
but excluding
 
October 31,
 
2029, if
 
declared, is
 
payable at
 
a
 
per
 
annum rate
 
of
4.97%.
3
 
On July
 
31, 2024,
 
the Bank
 
redeemed all
 
of its
 
20,000,000 outstanding
 
Non-Cumulative Class
 
A First
 
Preferred Shares,
Series 3 (NVCC).
4
 
On April
 
18, 2023,
 
the Bank
 
announced that
 
none of
 
its 14
 
million Non-Cumulative
 
5-Year
 
Rate Reset
 
Preferred Shares
NVCC, Series 18 (“Series
 
18 Shares”) would be
 
converted on April 30,
 
2023 into Non-Cumulative Floating
 
Rate Preferred
Shares
 
NVCC,
 
Series
 
19.
 
As
 
had
 
been
 
previously
 
announced
 
on
 
March
 
31,
 
2023,
 
the
 
dividend
 
rate
 
for
 
the
 
Series
 
18
Shares for the
 
5-year period from
 
and including April
 
30, 2023 to
 
but excluding April
 
30, 2028, if
 
declared, is payable
 
at a
per annum rate of 5.747%.
5
 
On
 
October
 
31,
 
2023,
 
the
 
Bank
 
redeemed
 
all
 
of
 
its
 
16,000,000
 
outstanding
 
Non-Cumulative
 
Class
 
A
 
First
 
Preferred
Shares, Series 20 (NVCC).
6
 
On April
 
30, 2024,
 
the Bank
 
redeemed all
 
of its
 
14,000,000 outstanding Non-Cumulative
 
Class A
 
First Preferred
 
Shares,
Series 22 (NVCC).
 
7
 
On July
 
31, 2024,
 
the Bank
 
redeemed all
 
of its
 
18,000,000 outstanding
 
Non-Cumulative Class
 
A First
 
Preferred Shares,
Series 24 (NVCC)
 
8
 
The
 
Class
 
A
 
First
 
Preferred
 
Shares,
 
Series
 
26
 
(NVCC)
 
(the
 
"Series
 
26
 
Shares")
 
were
 
issued
 
on
 
July
 
29,
 
2021
 
to
 
the
Limited Recourse Trust,
 
in connection with
 
the issuance of
 
limited recourse capital
 
notes. Until revoked, the
 
trustee of the
Limited Recourse Trust has
 
waived its right to receive any
 
and all dividends on the
 
Series 26 Shares.
 
Until such waiver is
revoked by
 
the trustee
 
of the
 
Limited Recourse Trust,
 
no dividends are
 
expected to
 
be declared or
 
paid on the
 
Series 26
Shares.
 
9
 
Dividends
 
are
 
payable
 
semi-annually
 
on
 
April
 
30
 
and
 
October
 
31
 
in
 
each
 
year,
 
in
 
an
 
amount
 
per
 
share
 
per
 
annum
determined by
 
multiplying the
 
Annual Fixed
 
Dividend Rate
 
(as defined
 
within the
 
Prospectus Supplement)
 
applicable to
such Subsequent Fixed Rate Period by $1,000.00.
10
 
The Class A
 
First Preferred Shares, Series
 
29 (NVCC) (the
 
"Series 29 Shares")
 
were issued on
 
September 14, 2022
 
to a
Limited Recourse Trust,
 
in connection with
 
the issuance of
 
limited recourse capital
 
notes. Until revoked, the
 
trustee of the
Limited Recourse Trust
 
has waived its
 
right to receive any
 
and all dividends on
 
the Series 29
 
Shares. Until such waiver
 
is
revoked by
 
the trustee
 
of the
 
Limited Recourse Trust,
 
no dividends are
 
expected to
 
be declared or
 
paid on the
 
Series 29
Shares.
 
11
 
The Class
 
A First
 
Preferred Shares,
 
Series
 
30 (NVCC)
 
(the "Series
 
30 Shares")
 
were issued
 
on October
 
17, 2022
 
to a
Limited Recourse Trust,
 
in connection with
 
the issuance of
 
limited recourse capital
 
notes. Until revoked, the
 
trustee of the
Limited Recourse Trust has
 
waived its right to receive any
 
and all dividends on the
 
Series 30 Shares.
 
Until such waiver is
revoked by
 
the trustee
 
of the
 
Limited Recourse Trust,
 
no dividends are
 
expected to
 
be declared or
 
paid on the
 
Series 30
Shares.
 
12
 
The Class A First Preferred Shares, Series 31 (NVCC) (the "Series 31 Shares") were issued on June 28, 2024 to a
 
Limited
Recourse Trust (defined below), in connection with the issuance of limited recourse capital notes. Until revoked, the trustee
of the
 
Limited Recourse
 
Trust has
 
waived its
 
right to
 
receive any
 
and all
 
dividends on
 
the Series
 
31 Shares.
 
Until such
waiver is
 
revoked by
 
the trustee
 
of the
 
Limited Recourse
 
Trust, no
 
dividends are
 
expected to
 
be declared
 
or paid
 
on the
Series 31 Shares.
Dividend Restrictions
 
The
 
Bank
 
is
 
prohibited
 
by
 
the
 
Bank
 
Act
 
from
 
declaring
 
dividends
 
on
 
its
 
preferred
 
or
 
common
 
shares
 
if
there are reasonable
 
grounds for
 
believing that the
 
Bank is,
 
or the payment
 
would cause
 
the Bank to
 
be,
in contravention of
 
the capital adequacy
 
and liquidity regulations
 
of the Bank
 
Act or directions
 
of OSFI. In
addition,
 
the
 
ability
 
to
 
pay
 
dividends
 
on
 
common
 
shares
 
without
 
the
 
approval
 
of
 
the
 
holders
 
of
 
the
outstanding
 
preferred
 
shares
 
is
 
restricted
 
unless
 
all
 
dividends
 
on
 
the
 
preferred
 
shares
 
have
 
been
declared and paid or set apart for payment.
CAPITAL STRUCTURE
 
The
 
following
 
summarizes
 
certain
 
provisions
 
of
 
the
 
Bank's
 
common
 
shares,
 
preferred
 
shares
 
and
 
other
capital
 
instruments
 
qualifying
 
as
 
Additional
 
Tier
 
1
 
Capital
 
("AT1")
 
under
 
OSFI's
 
Capital
 
Adequacy
Requirements
 
guideline,
 
including
 
limited
 
recourse
 
capital
 
notes
 
and
 
perpetual
 
notes.
 
This
 
summary
 
is
qualified in
 
its entirety
 
by the
 
Bank’s by-laws
 
and the
 
actual terms
 
and conditions
 
of such
 
securities. For
more
 
information
 
on
 
the
 
Bank's
 
capital
 
structure,
 
see
 
pages
 
52
 
to
 
59
 
of
 
the
 
2024
 
MD&A
 
and
 
Notes
 
19
and
 
20
 
of
 
the
 
2024
 
Annual
 
Financial
 
Statements.
 
The
 
Bank
 
incorporates
 
those
 
pages
 
and
 
Notes
 
by
reference.
In
 
accordance
 
with
 
capital
 
adequacy
 
requirements
 
adopted
 
by
 
the
 
Office
 
of
 
the
 
Superintendent
 
of
Financial Institutions (Canada) ("OSFI"),
 
in order to qualify as
 
Tier 1 or Tier
 
2 Capital under Basel III,
 
non-
common
 
capital
 
instruments
 
issued
 
by
 
the
 
Bank
 
after
 
January
 
1,
 
2013,
 
including
 
Preferred
 
Shares
 
(as
defined
 
below)
 
and
 
Perpetual
 
Notes
 
(defined
 
below),
 
must
 
include
 
a
 
non-viability
 
contingent
 
capital
feature (the "NVCC
 
Provisions"), under which
 
they could be
 
converted into a
 
variable number of
 
common
shares of the Bank upon
 
the occurrence of a
 
Trigger Event.
 
A Trigger Event
 
is currently defined in
 
OSFI's
Capital
 
Adequacy
 
Requirements
 
Guideline
 
as
 
an
 
event
 
where
 
OSFI
 
determines
 
that
 
the
 
Bank
 
is,
 
or
 
is
about
 
to
 
become,
 
non-viable
 
and
 
that
 
after
 
conversion
 
of
 
all
 
non-common
 
capital
 
instruments
 
and
consideration
 
of
 
any
 
other
 
relevant
 
factors
 
or
 
circumstances,
 
the
 
viability
 
of
 
the
 
Bank
 
is
 
expected
 
to
 
be
restored, or
 
if the
 
Bank has
 
accepted or
 
agreed to
 
accept a
 
capital injection
 
or equivalent
 
support from
 
a
federal or provincial government of Canada without
 
which the Bank would have been determined
 
by OSFI
to be non-viable.
Common Shares
The
 
authorized
 
common
 
share
 
capital
 
of
 
the
 
Bank
 
consists
 
of
 
an
 
unlimited
 
number
 
of
 
common
 
shares
without nominal or par value.
Voting Rights
Subject
 
to
 
the
 
restrictions
 
set
 
out
 
under
 
“Constraints”
 
below,
 
holders
 
of
 
common
 
shares
 
are
 
entitled
 
to
vote at all meetings
 
of the shareholders
 
of the Bank, except
 
meetings at which only
 
holders of a specified
class or series of shares are entitled to vote.
Dividend Rights
The
 
holders
 
of
 
common
 
shares
 
are
 
entitled
 
to
 
receive
 
dividends
 
as
 
and
 
when
 
declared
 
by
 
the
 
Board,
subject to the preference of the holders of the Preferred Shares
 
of the Bank.
Rights on Liquidation
After payment to the
 
holders of the Preferred
 
Shares of the Bank
 
of the amount or
 
amounts to which
 
they
may be entitled,
 
and after payment
 
of all outstanding
 
debts, the holders
 
of common shares
 
are entitled to
receive the remaining property of the Bank upon the liquidation,
 
dissolution or winding-up thereof.
Preferred Shares
The
 
Bank
 
is
 
authorized
 
to
 
issue
 
an
 
unlimited
 
number
 
of
 
Class
 
A
 
First
 
Preferred
 
Shares
 
(the
 
"Preferred
Shares"), without nominal or par value.
The
 
Preferred
 
Shares
 
of
 
the
 
Bank
 
may
 
be
 
issued
 
from
 
time
 
to
 
time,
 
in
 
one
 
or
 
more
 
series,
 
with
 
such
rights, privileges, restrictions and conditions as the Board
 
may determine.
Priority
The Preferred
 
Shares of each
 
series rank on
 
a parity
 
with every other
 
series of
 
Preferred Shares,
 
and all
Preferred Shares
 
rank prior
 
to the
 
common shares
 
and to
 
any other
 
shares of
 
the Bank
 
ranking junior
 
to
the Preferred
 
Shares with
 
respect to
 
the payment
 
of dividends
 
and the
 
distribution of
 
assets in
 
the event
of the liquidation, dissolution or winding-up
 
of the Bank, provided that a Trigger
 
Event has not occurred as
contemplated
 
under
 
the
 
NVCC
 
Provisions
 
applicable
 
to
 
a
 
series
 
of
 
Preferred
 
Shares.
 
In
 
the
 
event
 
of
 
a
Trigger
 
Event
 
occurring
 
under
 
the
 
NVCC
 
Provisions,
 
the
 
existing
 
priority
 
of
 
the
 
Preferred
 
Shares
 
of
 
the
affected series
 
will not
 
be relevant
 
as all
 
Preferred Shares
 
of such
 
series will
 
be converted
 
into common
shares of the Bank and, upon conversion, will rank on a parity
 
with all other common shares of the Bank.
Voting Rights
There are no voting
 
rights attached to
 
the Preferred Shares
 
except to the extent
 
provided in any series
 
or
by
 
the
Bank
 
Act
.
 
The
 
Bank
 
may
 
not,
 
without
 
the
 
prior
 
approval
 
of
 
the
 
holders
 
of
 
the
 
Preferred
 
Shares,
create
 
or
 
issue
 
(i)
 
any
 
shares
 
ranking
 
in
 
priority
 
to
 
or
 
on
 
a
 
parity
 
with
 
the
 
Preferred
 
Shares,
 
or
 
(ii)
 
any
additional
 
series
 
of
 
Preferred
 
Shares,
 
unless
 
at
 
the
 
date
 
of
 
such
 
creation
 
or
 
issuance
 
all
 
cumulative
dividends
 
and
 
any
 
declared
 
and
 
unpaid
 
non-cumulative
 
dividends
 
have
 
been
 
paid
 
or
 
set
 
apart
 
for
payment in respect of each series of Preferred Shares
 
then issued and outstanding.
Approval of
 
amendments to
 
the provisions
 
of the
 
Preferred Shares
 
as a
 
class may
 
be given
 
in writing
 
by
the holders
 
of all
 
the outstanding
 
Preferred Shares
 
or by
 
a resolution
 
carried by
 
an affirmative
 
vote of
 
at
least two-thirds
 
of the
 
votes cast
 
at a
 
meeting at
 
which the
 
holders of
 
a majority
 
of the
 
then outstanding
Preferred Shares
 
are present
 
or represented
 
by proxy
 
or,
 
if no
 
quorum is
 
present at
 
such meeting,
 
at an
adjourned
 
meeting
 
at
 
which
 
the
 
shareholders
 
then
 
present
 
or
 
represented
 
by
 
proxy
 
may
 
transact
 
the
business for which the meeting was originally called.
Rights on Liquidation
In the event of the liquidation, dissoluti
 
on or winding-up of the Bank, provided
 
that a Trigger Event
 
has not
occurred as
 
contemplated under
 
the NVCC
 
Provisions applicable
 
to a
 
series of
 
Preferred Shares,
 
before
any amounts are
 
paid to or
 
any assets distributed
 
among the holders
 
of the common
 
shares or
 
shares of
any other
 
class of
 
the Bank
 
ranking junior
 
to the
 
Preferred
 
Shares, the
 
holder of
 
a Preferred
 
Share of
 
a
series will
 
be entitled
 
to receive,
 
to the
 
extent provided
 
for with
 
respect to
 
such
 
Preferred Shares
 
by the
conditions attaching to such series:
 
(i) an amount equal to
 
the amount paid up thereon;
 
(ii) such premium,
if any,
 
as has
 
been provided
 
for with
 
respect
 
to the
 
Preferred
 
Shares of
 
such
 
series;
 
and
 
(iii)
 
all unpaid
cumulative
 
dividends,
 
if
 
any,
 
on
 
such
 
Preferred
 
Shares
 
and,
 
in
 
the
 
case
 
of
 
non-cumulative
 
Preferred
Shares, all
 
declared and
 
unpaid non-cumulative
 
dividends. After
 
payment to
 
the holders
 
of the
 
Preferred
Shares of
 
the amounts
 
so payable
 
to them,
 
they will
 
not be
 
entitled to
 
share in
 
any further
 
distribution of
the property or assets of the Bank.
Limited Recourse Capital Notes
The
 
Bank
 
has
 
issued
 
limited
 
recourse
 
capital
 
notes
 
(“LRCNs”)
 
with
 
recourse
 
limited
 
to
 
assets
 
held
 
in
 
a
trust
 
consolidated
 
by
 
the
 
Bank
 
(the
 
“Limited
 
Recourse
 
Trust”).
 
The
 
Limited
 
Recourse
 
Trust’s
 
assets
consist of Class A First Preferred
 
Shares of the Bank, each series
 
of which is issued concurrently
 
with the
applicable series
 
of LRCNs (the
 
“LRCN Preferred
 
Shares”). In the
 
event of (i)
 
non-payment of
 
interest on
LRCNs
 
following
 
any
 
interest
 
payment
 
date,
 
(ii)
 
non-payment
 
of
 
the
 
redemption
 
price
 
in
 
case
 
of
 
a
redemption of
 
the LRCNs,
 
(iii) non-payment
 
of principal
 
plus accrued
 
and unpaid
 
interest at
 
the maturity
of the
 
LRCNs, (iv)
 
an event
 
of default
 
on the
 
LRCNs, or
 
(v) a
 
Trigger Event,
 
the recourse
 
of each
 
LRCN
holder will be limited to that holder’s pro rata share of the Limited Recourse
 
Trust’s assets.
Voting Rights
The holders
 
of LRCNs
 
are not
 
entitled to
 
any voting
 
rights, nor
 
are they
 
entitled to
 
receive notice
 
of or
 
to
attend any meeting of the shareholders of the Bank.
Rights on Liquidation
The LRCNs,
 
by virtue
 
of the
 
recourse to
 
the LRCN
 
Preferred Shares,
 
include standard
 
NVCC Provisions
necessary for
 
them to
 
qualify as
 
Additional Tier
 
1 Capital
 
under OSFI’s
 
Capital
 
Adequacy Requirements
guideline. NVCC
 
Provisions
 
require the
 
conversion
 
of the
 
instrument
 
into a
 
variable number
 
of common
shares upon the occurrence
 
of a Trigger
 
Event. In such an event,
 
each LRCN Preferred Share
 
held in the
Limited
 
Recourse
 
Trust
 
will
 
automatically
 
and
 
immediately
 
be
 
converted
 
into
 
a
 
variable
 
number
 
of
common
 
shares
 
which
 
will
 
be
 
delivered
 
to
 
LRCN
 
holders
 
in
 
satisfaction
 
of
 
the
 
principal
 
amount
 
of,
 
and
accrued
 
and
 
unpaid
 
interest
 
on,
 
the
 
LRCNs.
 
The
 
number
 
of
 
common
 
shares
 
issued
 
will
 
be
 
determined
based on the
 
conversion formula
 
set out in
 
the terms
 
of the respective
 
series of
 
LRCN Preferred
 
Shares.
The LRCNs are
 
compound instruments
 
with both equity
 
and liability features
 
as payments
 
of interest and
principal
 
in cash
 
are made
 
at the
 
Bank’s
 
discretion.
 
Non-payment
 
of
 
interest
 
and principal
 
in cash
 
does
not constitute an event of default but will trigger the delivery
 
of each LRCN Preferred Shares.
 
Perpetual Notes
The Bank has issued subordinated notes ("Perpetual
 
Notes") that are issued without a scheduled
 
maturity
or
 
redemption
 
date.
 
Interest
 
on
 
the
 
Perpetual
 
Notes
 
is
 
due
 
and
 
payable
 
only
 
if
 
it
 
is
 
not
 
cancelled.
 
The
Bank has
 
the sole
 
and absolute
 
discretion to
 
cancel interest.
 
Such cancelled
 
interest cannot
 
be claimed
against
 
the
 
Bank,
 
will
 
not
 
constitute
 
an
 
event
 
of
 
default
 
and
 
holders
 
have
 
no
 
rights
 
to
 
receive
 
any
additional
 
interest
 
or
 
compensation
 
as
 
a
 
result
 
of
 
such
 
cancellation.
 
In
 
the
 
event
 
of
 
non-payment
 
of
interest in full following such
 
payment date, the Bank will not
 
(a) declare dividends on the common
 
shares
or preferred shares
 
or (b) subject
 
to certain exceptions,
 
redeem any common
 
shares or preferred
 
shares,
in each case until the Bank pays interest in full on the Perpetual
 
Notes.
Voting Rights
The holders of
 
Perpetual Notes are
 
not entitled to any
 
voting rights, nor
 
are they entitled
 
to receive notice
of or to attend any meeting of the shareholders of the
 
Bank.
Rights on Liquidation
The Perpetual Notes include standard NVCC
 
Provisions necessary for them to qualify
 
as Additional Tier 1
Capital under OSFI’s Capital
 
Adequacy Requirements guideline.
 
NVCC Provisions require the
 
conversion
of the
 
instrument
 
into a
 
variable
 
number
 
of
 
common
 
shares
 
upon the
 
occurrence
 
of
 
a Trigger
 
Event.
 
In
such
 
an
 
event,
 
each
 
Perpetual
 
Note
 
will
 
automatically
 
and
 
immediately
 
be
 
converted
 
into
 
a
 
variable
number
 
of
 
common
 
shares
 
which
 
will
 
be
 
delivered
 
to
 
Perpetual
 
Note
 
holders
 
in
 
satisfaction
 
of
 
the
principal
 
amount
 
of,
 
and
 
accrued
 
and
 
unpaid
 
interest
 
on,
 
the
 
Perpetual
 
Notes.
 
The
 
number
 
of
 
common
shares issued
 
will be
 
determined based
 
on the
 
conversion formula
 
set out
 
in the
 
terms of
 
the respective
series
 
of Perpetual
 
Notes.
 
The Perpetual
 
Notes
 
are compound
 
instruments
 
with
 
both equity
 
and liability
features as payments
 
of interest and
 
principal in cash
 
are made at the
 
Bank’s discretion. Non-payment
 
of
interest and
 
principal
 
does not
 
constitute
 
an event
 
of
 
default but
 
the
 
Bank’s
 
failure to
 
pay interest
 
in full
when due will
 
impact the Bank’s
 
ability to pay
 
dividends on, or
 
redeem, its common
 
shares and preferred
shares, as described under “Perpetual Notes” above.
Constraints
There are no
 
constraints imposed
 
on the ownership
 
of securities of
 
a bank, including
 
the Bank, to
 
ensure
that a
 
bank has
 
a required
 
level of
 
Canadian ownership.
 
However,
 
the Bank
 
Act contains
 
restrictions on
the issue,
 
transfer,
 
acquisition, beneficial
 
ownership and
 
voting of
 
all shares
 
of a
 
bank. For
 
example, no
person can
 
be a
 
major shareholder
 
of a
 
bank if
 
the bank
 
has equity
 
of $12
 
billion or
 
more. A
 
person is
 
a
major shareholder of a bank where:
 
(i)
 
the aggregate
 
of the
 
shares
 
of any
 
class of
 
voting
 
shares
 
beneficially
 
owned
 
by that
 
person,
 
by
entities controlled by
 
that person and
 
by any person
 
associated or acting
 
jointly or in
 
concert with
that person is more than 20% of the outstanding shares
 
of that class of voting shares; or
 
(ii)
 
the aggregate
 
of the shares
 
of any class
 
of non-voting
 
shares beneficially
 
owned by
 
that person,
by entities
 
controlled by
 
that person
 
and by
 
any person
 
associated or
 
acting jointly
 
or in
 
concert
with that person is more than 30% of the outstanding
 
shares of that class of non-voting shares.
No person can
 
have a significant
 
interest in any
 
class of shares
 
of a bank,
 
including the Bank,
 
unless the
person first receives the approval of the Minister of Finance
 
(Canada).
For purposes of the
 
Bank Act, a
 
person has a significant
 
interest in a class
 
of shares of a
 
bank where the
aggregate
 
of
 
any
 
shares
 
of
 
the
 
class
 
beneficially
 
owned
 
by
 
that
 
person,
 
by
 
entities
 
controlled
 
by
 
that
person and by any person
 
associated or acting jointly
 
or in concert with that
 
person exceeds 10% of
 
all of
the outstanding shares of that class of shares of such
 
bank.
The
 
Bank
 
Act
 
also
 
prohibits
 
the
 
registration
 
of
 
a
 
transfer
 
or
 
issue
 
of
 
any
 
share
 
of
 
a
 
bank
 
to,
 
and
 
the
exercise
 
in
 
person
 
or
 
by
 
proxy
 
of
 
any
 
voting
 
rights
 
attached
 
to
 
any
 
share
 
of
 
a
 
bank
 
that
 
is
 
beneficially
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
owned by,
 
Her Majesty in right of Canada
 
or of a province or any agent
 
or agency of Her Majesty
 
in either
of those rights,
 
or to the
 
government of a
 
foreign country or
 
any political subdivision
 
thereof, or any
 
agent
or
 
agency
 
of
 
a
 
foreign
 
government.
 
Despite
 
this
 
restriction,
 
the
 
Minister
 
of
 
Finance
 
of
 
Canada
 
may
approve the issue
 
of shares of a
 
bank, including the
 
Bank, to an agent
 
that is an
 
“eligible agent”, which
 
is
defined as an agent or agency
 
of Her Majesty in right of Canada or
 
of a province or an agent or
 
agency of
a government
 
of a
 
foreign
 
country or
 
any political
 
subdivision of
 
a foreign
 
country:
 
(i) whose
 
mandate is
publicly
 
available;
 
(ii)
 
that
 
controls
 
the
 
assets
 
of
 
an
 
investment
 
fund
 
in
 
a
 
manner
 
intended
 
to
 
maximize
long-term risk-adjusted returns
 
and Her Majesty in right
 
of Canada or of a
 
province or an agent
 
or agency
of
 
a
 
government
 
of
 
a
 
foreign
 
country
 
or
 
any
 
political
 
subdivision
 
of
 
a
 
foreign
 
country
 
contributes
 
to
 
the
fund or the fund is established to provide
 
compensation, hospitalization, medical care, annuities,
 
pensions
or
 
similar
 
benefits
 
to
 
natural
 
persons;
 
and
 
(iii)
 
whose
 
decisions
 
with
 
respect
 
to
 
the
 
assets
 
of
 
the
 
fund
referred
 
to
 
in
 
(ii)
 
are
 
not
 
influenced
 
in
 
any
 
significant
 
way
 
by
 
Her
 
Majesty
 
in
 
right
 
of
 
Canada
 
or
 
of
 
the
province
 
or
 
the
 
government
 
of
 
the
 
foreign
 
country
 
or
 
the
 
political
 
subdivision.
 
The
 
application
 
for
 
this
approval would be made jointly by a bank, including the
 
Bank, and the eligible agent.
Ratings
Credit ratings
 
are important
 
to the
 
Bank’s borrowing
 
costs and
 
ability to
 
raise funds.
 
Rating downgrades
could
 
potentially
 
result
 
in
 
higher
 
financing
 
costs
 
and
 
increased
 
collateral
 
pledging
 
requirements
 
for
 
the
Bank
 
and
 
reduced
 
access
 
to
 
capital
 
markets.
 
Rating
 
downgrades
 
may
 
also
 
affect
 
the
 
Bank’s
 
ability
 
to
enter
 
into
 
normal
 
course
 
derivative
 
transactions.
 
The
 
Bank
 
regularly
 
reviews
 
the
 
level
 
of
 
increased
collateral
 
that
 
would
 
be
 
required
 
in
 
the
 
event
 
of
 
rating
 
downgrades
 
and
 
holds
 
liquid
 
assets
 
to
 
cover
additional
 
collateral
 
required
 
in
 
the
 
event
 
of
 
certain
 
downgrades
 
in
 
the
 
Bank's
 
senior
 
long-term
 
credit
ratings.
 
Additional
 
information
 
relating
 
to
 
credit
 
ratings
 
is
 
provided
 
under
 
the
 
heading
 
“Liquidity
 
Risk”
 
in
the “Managing
 
Risk” section
 
starting on
 
page 89
 
of the
 
2024 MD&A
 
and under
 
the heading
 
"Downgrade,
Suspension
 
or
 
Withdrawal
 
of
 
Ratings
 
Assigned
 
by
 
Any
 
Rating
 
Agency"
 
in
 
the
 
"Risk
 
Factors
 
and
Management" section on page 69 of the MD&A.
As at October 31, 2024, TD had the following solicited ratings from
 
the rating agencies listed below:
 
 
 
Rating
Rank*
Moody's Investor Service
Legacy Senior Debt
1
 
Aa3
4 of 21
 
Senior Debt
2
A2
6 of 21
 
Short Term
 
Debt
P-1
1 of 4
 
Legacy Subordinated Debt (non-
NVCC)
A3
7 of 21
 
Tier 2 Subordinated Debt (NVCC)
A3 (hyb)
7 of 21
 
AT1 Perpetual Debt –
 
NVCC
Baa2 (hyb)
9 of 21
 
Limited Recourse Capital Notes –
NVCC
Baa2 (hyb)
9 of 21
 
Preferred Shares – NVCC
Baa2 (hyb)
9 of 21
 
Outlook
Stable
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rating
Rank*
Standard & Poor's
Legacy Senior Debt
1
 
A+
5 of 22
 
Senior Debt
2
A-
7 of 22
 
Short Term
 
Debt
A-1
2 of 8
 
Legacy Subordinated Debt (non-
NVCC)
A-
7 of 22
 
Tier 2 Subordinated Debt (NVCC)
BBB+
8 of 22
 
AT1 Perpetual Debt –
 
NVCC
BBB-
10 of 22
 
Limited Recourse Capital Notes –
NVCC
BBB-
10 of 22
 
Preferred Shares – NVCC
BBB-
10 of 22
 
Outlook
Stable
 
 
 
Rating
Rank*
Fitch
 
Legacy Senior Debt
1
 
AA
3 of 23
 
Senior Debt
2
AA-
4 of 23
 
Short Term
 
Debt
F1+
1 of 8
 
Legacy Subordinated Debt (non-
NVCC)
A
6 of 23
 
Tier 2 Subordinated Debt (NVCC)
A
6 of 23
 
AT1 Perpetual Debt –
 
NVCC
 
BBB+
8 of 23
 
Limited Recourse Capital Notes –
NVCC
BBB+
8 of 23
 
Preferred Shares – NVCC
 
BBB+
8 of 23
 
Outlook
Negative
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Rating
Rank*
DBRS Morningstar
Legacy Senior Debt
1
 
AA (high)
2 of 23
 
Senior Debt
2
AA
3 of 23
 
Short Term
 
Debt
R-1 (high)
1 of 11
 
Legacy Subordinated Debt (non-
NVCC)
AA (low)
4 of 23
 
Tier 2 Subordinated Debt (NVCC)
A
6 of 23
 
AT1 Perpetual Debt –
 
NVCC
 
–
–
 
Limited Recourse Capital Notes –
NVCC
 
A (low)
7 of 23
 
Preferred Shares – NVCC
 
Pfd-2 (high)
4 of 17
 
Outlook
Negative (Long
Term);
Stable (Short
Term)
 
*
Relative
 
rank of each rating within the rating agency's
 
overall classification system.
 
Notes
:
 
1.
 
Includes: (a) Senior
 
debt issued prior
 
to September 23,
 
2018; and (b)
 
Senior debt issued
 
on or after
 
September 23, 2018
which is excluded from the bank recapitalization
 
"bail-in" regime.
 
2.
 
Subject to conversion under the bank recapitalization
 
"bail-in" regime.
Credit ratings are not
 
recommendations to purchase,
 
sell or hold a
 
financial obligation in
 
as much as they
do not
 
comment
 
on market
 
price or
 
suitability for
 
a particular
 
investor.
 
Ratings are
 
subject to
 
revision or
withdrawal at
 
any time
 
by the
 
rating agency.
 
Credit ratings
 
and outlooks
 
provided by
 
the rating
 
agencies
reflect their
 
views
 
and are
 
subject to
 
change from
 
time to
 
time, based
 
on a
 
number
 
of factors,
 
including
the
 
Bank’s
 
financial
 
strength,
 
capital
 
adequacy,
 
competitive
 
position,
 
asset
 
quality,
 
business
 
mix,
corporate governance and
 
risk management, the level
 
and quality of our
 
earnings and liquidity,
 
as well as
factors not entirely within the Bank’s
 
control, including the methodologies
 
used by the rating agencies
 
and
conditions affecting the overall financial services
 
industry.
 
As is common
 
practice, the Bank
 
has made payments
 
in the ordinary
 
course to the
 
rating agencies
 
listed
above
 
in
 
connection
 
with
 
the
 
assignment
 
of
 
ratings
 
on
 
the
 
securities
 
of
 
the
 
Bank.
 
In
 
addition,
 
the
 
Bank
has made customary payments in respect
 
of certain other services provided
 
to the Bank by the applicable
rating agencies during the last two years.
A definition of the categories of each
 
rating as at October 31, 2024
has been obtained from the respective
rating agency’s
 
website and
 
is outlined
 
in Appendix
 
B, and
 
a more
 
detailed explanation
 
may be
 
obtained
from the applicable
 
rating agency.
 
We note
 
that the definition
 
of the ratings
 
categories for
 
the respective
rating agencies are provided
 
solely in order to
 
satisfy requirements of Canadian
 
law and do not
 
constitute
an
 
endorsement
 
by
 
the
 
Bank
 
of
 
the
 
ratings
 
categories
 
or
 
of
 
the
 
application
 
by
 
the
 
respective
 
rating
agencies of their criteria and analyses.
 
MARKET FOR SECURITIES OF THE BANK
The
 
Bank’s
 
common
 
shares
 
are
 
listed
 
on
 
the
 
Toronto
 
Stock
 
Exchange
 
(TSX)
 
and
 
the
 
New
 
York
 
Stock
Exchange
 
under
 
the
 
trading
 
symbol
 
"TD".
 
Except
 
for
 
the
 
Class
 
A
 
First
 
Preferred
 
Shares,
 
Series
 
26
(NVCC),
 
the
 
Class
 
A
 
First
 
Preferred
 
Shares,
 
Series
 
29
 
(NVCC),
 
the
 
Class
 
A
 
First
 
Preferred
 
Shares,
Series
 
30
 
(NVCC),
 
the
 
Class
 
A
 
First
 
Preferred
 
Shares,
 
Series
 
31
 
(NVCC),
 
the
 
Non-Cumulative
 
5-Year
Fixed
 
Rate
 
Reset
 
Preferred
 
Shares,
 
Series
 
27,
 
and
 
the
 
Non-Cumulative
 
5-Year
 
Fixed
 
Rate
 
Reset
Preferred Shares,
 
Series 28
 
which are
 
not listed
 
on an
 
exchange, the
 
Bank’s Preferred
 
Shares are
 
listed
on the TSX.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Trading Price and Volume
 
Trading price and volume
 
of the Bank’s outstanding securities
 
on the TSX in the past year is set
 
out in the
tables below:
COMMON SHARES
 
Nov.
2023
Dec.
2023
Jan.
2024
Feb.
2024
Mar.
2024
Apr.
2024
May
2024
Jun.
2024
Jul.
2024
Aug.
2024
Sept.
2024
Oct.
2024
High ($)
Low ($)
 
Vol.('000)
78.17
77.14
6,243
82.74
81.69
4,963
86.07
85.05
21,299
81.83
80.70
3,548
81.82
80.68
3,515
81.86
81.31
12,387
81.59
80.75
5,304
76.60
74.89
4,599
 
75.68
74.71
19,587
81.45
80.22
4,137
80.79
79.90
2,616
86.10
84.67
11,345
 
PREFERRED SHARES
 
Nov.
2023
Dec.
2023
Jan.
2024
Feb.
2024
Mar.
2024
Apr.
2024
May
2024
Jun.
2024
Jul.
2024
Aug.
2024
Sept.
2024
Oct.
2024
Series 1
High ($)
 
Low ($)
Vol.('000)
 
16.44
16.18
21
 
18.42
18.24
7
 
18.14
17.91
15
 
20.20
20.01
6
 
21.86
21.86
-
 
23.07
22.95
13
 
23.69
23.49
57
 
23.39
23.34
42
 
24.06
23.99
95
 
24.24
24.21
40
 
24.32
24.27
21
 
22.70
22.62
14
Series 5
High ($)
 
Low ($)
Vol.('000)
 
16.31
15.74
10
 
17.56
17.52
2
 
17.49
17.41
4
 
19.49
19.31
67
 
20.07
19.83
5
 
21.71
21.61
4
 
23.07
22.96
126
 
22.49
22.36
80
 
23.56
23.51
5
 
23.99
23.90
5
 
23.80
23.75
12
 
22.70
22.56
13
Series 7
High ($)
 
Low ($)
Vol.('000)
 
16.54
16.31
6
 
18.43
18.34
3
 
-
-
-
 
20.03
19.98
16
 
20.55
20.47
3
 
21.90
21.90
-
 
23.35
23.27
23
 
22.86
22.85
1
 
-
-
-
 
23.91
23.50
2
 
23.70
23.70
-
 
23.66
23.64
3
Series 9
High ($)
 
Low ($)
Vol.('000)
 
16.76
16.63
7
 
18.81
18.49
1
 
-
-
-
 
20.22
20.07
59
 
20.60
20.45
3
 
-
-
-
 
23.20
23.06
80
 
-
-
-
 
23.59
23.59
-
 
23.90
23.55
5
 
23.48
23.46
2
 
-
-
-
Series 16
High ($)
 
Low ($)
Vol.('000)
 
22.06
21.23
55
 
22.90
22.80
2
 
23.20
23.15
6
 
29.98
23.79
19
 
23.34
23.31
2
 
23.85
23.76
16
 
24.44
24.14
30
 
24.90
24.77
2
 
24.77
24.51
1
 
25.55
25.47
9
 
-
-
-
 
25.61
25.61
1
Series 18
High ($)
 
Low ($)
Vol.('000)
 
19.19
18.45
6
 
21.09
20.71
12
 
21.13
21.12
3
 
21.31
21.09
215
 
21.37
21.07
3
 
22.29
22.28
4
 
23.09
22.73
32
 
24.08
23.86
4
 
24.01
24.01
-
 
24.62
24.40
29
 
24.95
24.85
3
 
24.81
24.74
5
Prior Sales
 
In the
 
most recently
 
completed financial
 
year,
 
the Bank
 
issued the
 
following shares
 
that are
 
not listed
 
or
quoted on a marketplace:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issue Price
Number of Securities Issued
Date of Issue
Class
 
A
 
First
 
Preferred
Shares, Series 31 (NVCC)
US$1,000
750,000
June 28, 2024
The above preferred shares were
 
issued in connection with the issuance
 
of limited recourse capital notes.
 
For
 
further
 
information
 
on
 
the
 
Bank's
 
issuance
 
of
 
limited
 
recourse
 
capital
 
notes
 
and
 
the
 
associated
preferred shares, please
 
see Note
 
19 of the
 
Annual Financial
 
Statements for the
 
year ended October
 
31,
2024, which notes are incorporated by reference in this
 
AIF.
ESCROWED SECURITIES AND SECURITIES SUBJECT TO
 
CONTRACTUAL RESTRICTIONS ON
TRANSFER
In
 
connection
 
with
 
each
 
issuance
 
of
 
LRCNs,
 
the
 
Bank
 
also
 
concurrently
 
issues
 
Preferred
 
Shares
 
(see
"Limited Resource
 
Capital Notes"
 
for additional
 
information).
 
Each LRCN
 
Preferred Share
 
Series is
 
held
in
 
the
 
Limited
 
Recourse
 
Trust.
 
Pursuant
 
to
 
the
 
Amended
 
and
 
Restated
 
Declaration
 
of
 
Trust
 
for
 
the
Limited Recourse
 
Trust
 
and the
 
share provisions
 
for each
 
LRCN Preferred
 
Share Series,
 
the Trustee
 
of
the
 
Limited
 
Recourse
 
Trust
 
will
 
only
 
deliver
 
the
 
LRCN
 
Preferred
 
Shares
 
to
 
holders
 
of
 
LRCNs
 
under
certain prescribed circumstances.
Securities Subject to Contractual Restriction on Transfer
 
as at October 31, 2024
Designation of Class
Number of Securities that are Subject to
a Contractual Restriction on Transfer
1
Percentage of Class
Class A First Preferred
Shares, Series 26 (NVCC)
1,750,000
100%
Class A First Preferred
Shares, Series 29 (NVCC)
1,500,000
100%
Class A First Preferred
Shares, Series 30 (NVCC)
1,750,000
100%
Class A First Preferred
Shares, Series 31 (NVCC)
750,000
100%
1
 
The contractual restriction on transfer will remain in
 
place for so long as such shares are held
 
in the Limited Recourse Trust.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
DIRECTORS AND EXECUTIVE OFFICERS
Directors and Board Committees of the Bank
The following
 
table sets
 
forth, as
 
at December
 
4, 2024,
 
the directors
 
of the
 
Bank,
 
their present
 
principal
occupation and business, municipality of residence and the
 
date each became a director of the Bank.
Director Name
Principal Occupation & Municipality of Residence
Director Since
Ayman Antoun
Corporate Director, and former
 
President,
IBM Americas
Oakville, Ontario, Canada
April 2024
Cherie L. Brant
Partner, Borden Ladner Gervais
 
LLP
Tyendinaga Mohawk Territory,
 
Ontario, Canada
August 2021
Amy W. Brinkley
Consultant, AWB Consulting, LLC
Charlotte, North Carolina, U.S.A.
September 2010
Raymond Chun
1
Chief Operating Officer
The Toronto
 
-Dominion Bank
Toronto,
 
Ontario, Canada
November 2024
Brian C. Ferguson
Corporate Director, and former
 
President & Chief Executive Officer,
Cenovus Energy Inc.
Calgary, Alberta, Canada
 
March 2015
Colleen A. Goggins
Corporate Director, and retired
 
Worldwide Chairman,
Consumer Group, Johnson & Johnson
Princeton, New Jersey,
 
U.S.A.
March 2012
Alan N. MacGibbon
Board Chair, The Toronto
 
-Dominion Bank
Mississauga, Ontario, Canada
April 2014
John B. MacIntyre
Corporate Director, and
 
Partner Emeritus, Birch Hill Equity Partners
Toronto,
 
Ontario, Canada
August 2023
Karen E. Maidment
Corporate Director, and former
 
Chief Financial and Administrative Officer,
BMO Financial Group
Cambridge, Ontario, Canada
September 2011
Keith G. Martell
Corporate Director, and former
 
President & Chief Executive Officer,
First Nations Bank of Canada
Eagle Ridge, Saskatchewan, Canada
August 2023
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Bharat B. Masrani
Group President and Chief Executive Officer,
The Toronto
 
-Dominion Bank
Toronto,
 
Ontario, Canada
April 2014
Claude Mongeau
 
Corporate Director, and former
 
President and Chief Executive Officer,
 
Canadian National Railway Company
Montreal, Quebec, Canada
 
March 2015
S. Jane Rowe
Corporate Director, and former
 
Vice Chair, Investments,
 
Ontario Teachers'
 
Pension Plan Board
Toronto,
 
Ontario, Canada
April 2020
Nancy G. Tower
Corporate Director, and former
 
President & Chief Executive Officer,
 
Tampa
 
Electric Company
Halifax, Nova Scotia, Canada
June 2022
Ajay K. Virmani
Executive Chairman, Cargojet Inc.
Oakville, Ontario, Canada
August 2022
Mary A. Winston
Corporate Director, and former
 
public-company Chief Financial Officer
Charlotte, North Carolina, U.S.A.
August 2022
Notes:
1.
 
Mr.
 
Chun will
 
become Group
 
President and
 
Chief Executive
 
Officer of
 
the Bank,
 
on April
 
10, 2025,
 
at
 
the Bank's
 
next
Annual Meeting of Shareholders.
Except as disclosed below,
 
all directors have had the same principal occupation for
 
the past five years.
Prior to
 
commencing
 
his current
 
role as
 
Chief Operating
 
Officer
 
TD Bank
 
Group on
 
November 1,
 
2024,
Mr.
 
Chun
 
was
 
Group
 
Head,
 
Canadian
 
Personal
 
Banking,
 
TD
 
Bank
 
Group
 
from
 
December
 
11,
 
2023
 
to
October 31, 2024, Group
 
Head, Wealth Management
 
and TD Insurance, TD
 
Bank Group from January
 
1,
2022
 
to
 
December
 
10,
 
2023,
 
Executive
 
Vice
 
President,
 
Direct
 
Investing,
 
Business
 
Architecture
 
and
Delivery,
 
TD Wealth
 
from June 14,
 
2021 to December
 
31, 2021, and
 
Executive Vice
 
President, President
and CEO, TD Insurance from May 23, 2019 to June 13,
 
2021.
 
Mr. MacIntyre was a Partner
 
at Birch Hill Equity Partners prior to December
 
1, 2024.
Mr.
 
Martell
 
was
 
former
 
Director,
 
President
 
and
 
Chief
 
Executive
 
Officer
 
of First
 
Nations
 
Bank
 
of
 
Canada
prior to May 2023 and continued in an advisory role until July
 
30, 2023.
Ms.
 
Rowe
 
was
 
Vice
 
Chair,
 
Investments
 
of
 
the
 
Ontario
 
Teachers'
 
Pension
 
Plan
 
Board
 
("Ontario
Teachers")
 
prior to August 1,
 
2023. Ms. Rowe was
 
Executive Managing Director
 
and head of the
 
Equities
department of Ontario Teachers'
 
prior to October 1, 2020.
 
Ms. Tower
 
was President and Chief Executive Officer
 
of Tampa
 
Electric Company prior to May 2021.
Each
 
director
 
will
 
hold
 
office
 
until
 
the
 
next
 
annual
 
meeting
 
of
 
shareholders
 
of
 
the
 
Bank,
 
which
 
is
scheduled for April 10, 2025. More detailed
 
information concerning the nominees
 
proposed for election as
directors, as well
 
as those not
 
standing for
 
re-election, will
 
be provided
 
in the management
 
proxy circular
of the Bank.
 
 
 
 
 
 
 
 
 
The following table sets forth the Committees of the Bank’s
 
Board, the members of each Committee as at
December 4, 2024 and each Committee’s key responsibilities.
 
Committee
Members
Key Responsibilities
Corporate
Governance
Committee
Alan N. MacGibbon
(Chair)
Amy W. Brinkley
Claude Mongeau
Nancy G. Tower
 
Responsibility for corporate governance of the Bank:
 
 
●
 
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 the Bank;
●
 
Satisfy
 
itself
 
that
 
the
 
Bank
 
communicates
 
effectively,
both proactively
 
and responsively,
 
with
 
its shareholders,
other interested parties and the public;
●
 
Oversee
 
the
 
Bank's
 
alignment
 
with
 
its
 
purpose
 
and
 
its
strategy,
 
performance
 
and
 
reporting
 
on
 
corporate
responsibility for sustainability matters;
 
●
 
Oversee subsidiary
 
governance for
 
the Bank
 
enterprise-
wide;
●
 
Provide oversight of enterprise
 
-wide conduct risk and
 
act
as
 
the
 
conduct
 
review
 
committee
 
for
 
the
 
Bank
 
and
certain
 
of
 
its
 
Canadian
 
subsidiaries
 
that
 
are
 
federally-
regulated financial institutions;
●
 
Oversee
 
the
 
establishment
 
and
 
maintenance
 
of
 
policies
in
 
respect
 
of
 
the
 
Bank's
 
compliance
 
with
 
the
 
consumer
protection
 
provisions
 
of
 
the
 
Financial
 
Consumer
Protection Framework (FCPF); and
●
 
Oversee the evaluation
 
of the Board and Committees.
 
 
 
 
 
 
 
Human
Resources
Committee
Claude Mongeau
(Chair)
Amy W. Brinkley
John B. MacIntyre
Alan N. MacGibbon
Karen E. Maidment
 
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
capital management and
 
compensation, as set
 
out in the
Committee’s charter;
●
 
Set
 
corporate
 
goals
 
and
 
objectives
 
for
 
the
 
CEO,
 
and
regularly measure
 
the CEO’s
 
performance against
 
these
goals and objectives;
●
 
Recommend compensation
 
for the CEO
 
to the Board
 
for
approval,
 
and
 
review
 
and
 
approve
 
compensation
 
for
certain senior officers;
●
 
Monitor
 
the
 
Bank's
 
compensation
 
strategy,
 
plans,
policies
 
and
 
practices
 
for
 
alignment
 
to
 
the
 
Financial
Stability
 
Board
 
Principles
 
for
 
Sound
 
Compensation
Practices
 
and
 
Implementation
 
Standards,
 
including
 
the
appropriate consideration of risk;
●
 
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 for approval;
●
 
Produce a report on
 
compensation, which is
 
published in
the
 
Bank’s
 
annual
 
proxy
 
circular,
 
and
 
review,
 
as
appropriate,
 
any
 
other
 
related
 
major
 
public
 
disclosures
concerning compensation; and
●
 
Oversee
 
the
 
strategy,
 
design
 
and
 
management
 
of
 
the
Bank's
 
employee
 
pension,
 
retirement
 
savings
 
and
benefit plans.
Risk
Committee
Amy W. Brinkley
(Chair)
Ayman Antoun
Cherie L. Brant
Colleen A. Goggins
Karen E. Maidment
Keith G. Martell
Nancy G. Tower
Ajay K. Virmani
 
Supervising the management of risk of the Bank:
 
●
 
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 the
 
Bank is
exposed;
●
 
Review
 
and
 
recommend
 
the
 
Bank’s
 
Enterprise
 
Risk
Appetite
 
Statement
 
for
 
approval
 
by
 
the
 
Board
 
and
oversee the Bank’s major risks as set out in the
 
ERF;
●
 
Review
 
the
 
Bank’s
 
risk
 
profile
 
and
 
performance
 
against
Risk Appetite; and
●
 
Provide a forum for “big-picture” analysis of
 
an enterprise
view of risk including consideration
 
of trends, and current
and emerging risks.
 
 
 
Audit
Committee
Nancy G. Tower*
(Chair)
Ayman Antoun
Brian C. Ferguson*
Keith G. Martell*
S. Jane Rowe*
Mary A. Winston*
 
Supervising
 
the
 
quality
 
and
 
integrity
 
of
 
the
 
Bank’s
financial reporting and compliance requirements:
 
●
 
Oversee
 
reliable,
 
accurate
 
and
 
clear
 
financial
 
reporting
to shareholders;
●
 
Oversee
 
the
 
effectiveness
 
of
 
internal
 
controls,
 
including
internal controls over financial reporting;
●
 
Recommend
 
to
 
the
 
Board
 
the
 
appointment
 
of
 
the
shareholders'
 
auditor
 
for
 
approval
 
by
 
the
 
shareholders
and
 
the
 
compensation
 
and
 
terms
 
of
 
engagement
 
of
 
the
shareholders' auditor for approval by the Board;
●
 
Oversee the
 
work of
 
the shareholders’
 
auditor,
 
including
requiring
 
the
 
shareholders’
 
auditor
 
to
 
report
 
directly
 
to
the Committee;
●
 
Review
 
reports
 
from
 
the
 
shareholders’
 
auditor,
 
chief
financial
 
officer,
 
chief
 
auditor,
 
chief
 
compliance
 
officer,
and chief anti-money laundering
 
officer, and
 
evaluate the
effectiveness and independence of each;
●
 
Oversee
 
the
 
establishment
 
and
 
maintenance
 
of
 
policies
and
 
programs
 
reasonably
 
designed
 
to
 
achieve
 
and
maintain
 
the
 
Bank's
 
compliance
 
with
 
the
 
laws
 
and
regulations that apply to it; and
●
 
Act as the Audit Committee for
 
certain subsidiaries of the
Bank that are federally regulated financial institutions.
 
*Designated Audit Committee Financial Expert
Audit Committee
 
The Audit Committee
 
of the Board
 
of Directors
 
of the Bank
 
operates under
 
a written charter
 
that sets
 
out
its
 
responsibilities
 
and
 
composition
 
requirements.
 
A
 
copy
 
of
 
the
 
charter
 
is
 
attached
 
to
 
this
 
AIF
 
as
Appendix “C”. The
 
Committee charter requires
 
all members to
 
be financially literate
 
or be willing
 
and able
to
 
acquire
 
the
 
necessary
 
knowledge
 
quickly.
 
“Financially
 
literate”
 
means
 
the
 
ability
 
to
 
read
 
and
understand financial
 
statements that
 
present a
 
breadth and
 
level of
 
complexity of
 
accounting issues
 
that
are generally comparable
 
to the breadth
 
and complexity of the
 
issues that can reasonably
 
be expected to
be raised by the Bank’s financial statements.
In addition,
 
the Committee
 
charter contains
 
independence
 
requirements applicable
 
to each
 
member and
each
 
member
 
currently
 
meets
 
those
 
requirements.
 
Specifically,
 
the
 
charter
 
provides
 
that
 
no
 
member
 
of
the Committee may
 
be an officer
 
or retired officer
 
of the Bank
 
and every member
 
shall be independent
 
of
the
 
Bank
 
within
 
the
 
meaning
 
of
 
all
 
applicable
 
laws,
 
rules
 
and
 
regulations,
 
including
 
those
particularly
applicable
 
to
 
Audit
 
Committee
 
members
 
and
 
any
 
other
 
relevant
 
consideration
 
as
 
determined
 
by
 
the
Board,
 
including
 
the
 
Bank’s
 
Director
 
Independence
 
Policy
 
(a
 
copy
 
of
 
which
 
is
 
available
 
on
 
the
 
Bank’s
website at www.td.com).
As
 
indicated
 
in
 
the
 
table
 
above,
 
the
 
members
 
of
 
the
 
Committee
 
are:
 
Nancy
 
G.
 
Tower
 
(Chair),
 
Ayman
Antoun, Brian
 
C. Ferguson,
 
Keith G.
 
Martell,
 
S. Jane
 
Rowe, and
 
Mary A.
 
Winston. The
 
members
 
of the
Audit
 
Committee
 
bring
 
significant
 
skills
 
and
 
experience
 
to
 
their
 
responsibilities,
 
including
 
academic
 
and
professional
 
experience
 
in
 
accounting,
 
business
 
and
 
finance.
 
The
 
Board
 
has
 
determined
 
that
 
each
 
of
Messrs.
 
Ferguson,
 
and
 
Martell
 
and
 
Mses.
 
Rowe,
 
Tower
 
and
 
Winston
 
has
 
the
 
attributes
 
of
 
an
 
Audit
Committee
 
Financial
 
Expert
 
as
 
defined
 
in
 
the
 
U.S.
 
Sarbanes-Oxley
 
Act;
 
all
 
Committee
 
members
 
are
financially
 
literate
 
and
 
independent
 
under
 
the
 
applicable
 
listing
 
standards
 
of
 
the
 
New
 
York
 
Stock
Exchange,
 
the
 
Committee
 
charter,
 
the
 
Bank’s
 
Director
 
Independence
 
Policy
 
and
 
the
 
corporate
governance guidelines of the Canadian Securities Administrators.
The following sets out the
 
education and experience of
 
each director relevant to the
 
performance of his or
her duties as a member of the Committee:
 
Ayman
 
Antoun
 
is
 
a
 
Corporate
 
Director.
 
He
 
is
 
the
 
former
 
President
 
of
 
IBM
 
Americas,
 
a
 
multinational
technology corporation
 
which includes
 
Canada, the
 
United States
 
and Latin
 
America. He
 
is also
 
a Board
member of TD's U.S. Retail Banking
 
subsidiaries. Mr.
 
Antoun also serves on the Board
 
of CAE Inc. and is
a member
 
of their
 
Audit Committee.
 
Mr.
 
Antoun holds
 
a Bachelor
 
of Science,
 
Electrical Engineering
 
with
Computer Science Minor from the University of Waterloo.
Brian
 
C.
 
Ferguson
 
is
 
a
 
Corporate
 
Director.
 
He
 
is
 
the
 
former
 
President
 
&
 
Chief
 
Executive
 
Officer
 
of
Cenovus
 
Energy
 
Inc.
 
Prior
 
to
 
leading
 
Cenovus
 
Energy
 
Inc.,
 
Mr.
 
Ferguson
 
was
 
the
 
Executive
 
Vice-
President
 
and
 
Chief
 
Financial
 
Officer
 
of
 
Encana
 
Corporation.
 
Mr.
 
Ferguson
 
holds
 
an
 
undergraduate
degree in commerce from the
 
University of Alberta and is
 
a Fellow of Chartered Professional
 
Accountants
Alberta. Mr. Ferguson is one
 
of the Bank's Audit Committee Financial Experts.
Keith G. Martell
 
is a Corporate Director.
 
Mr. Martell
 
is the former Director,
 
President and Chief Executive
Officer of
 
First Nations
 
Bank of
 
Canada ("FNBC").
 
Prior to
 
joining FNBC,
 
Mr.
 
Martell spent
 
10 years
 
with
the
 
Chartered
 
Accounting
 
firm
 
KPMG,
 
then
 
served
 
as
 
the
 
Executive
 
Director
 
of
 
Finance
 
and
 
Fiscal
Relations for the Federation of
 
Sovereign Indigenous Nations from
 
1995 to 2000. Mr.
 
Martell currently sits
on
 
the
 
Board
 
of
 
Nutrien
 
Ltd
 
and
 
USask
 
Properties
 
Investment
 
Inc.
 
Mr.
 
Martell
 
holds
 
a
 
Bachelor
 
of
Commerce and
 
an Honorary
 
Doctor of
 
Laws from
 
the University
 
of Saskatchewan
 
and is
 
a Fellow
 
of the
Institute
 
of
 
Chartered
 
Professional
 
Accountants
 
(FCPA,
 
FCA)
 
and
 
a
 
Certified
 
Aboriginal
 
Financial
Manager (CAFM). Mr. Martell
 
is one of the Bank's Audit Committee Financial Experts.
S. Jane Rowe
 
is a Corporate Director.
 
Ms. Rowe is the former Vice Chair,
 
Investments, Ontario Teachers
and
 
was
 
formerly
 
the
 
Executive
 
Managing
 
Director,
 
Equities,
 
Ontario
 
Teachers.
 
Prior
 
to
 
joining
 
Ontario
Teachers
 
in 2010,
 
Ms. Rowe
 
held several
 
senior
 
executive
 
management
 
roles at
 
Scotiabank
 
during her
tenure. Ms. Rowe
 
previously served
 
as Chair of
 
the Audit Committee
 
of Sierra Wireless.
 
Ms. Rowe holds
an
 
undergraduate
 
degree
 
in
 
commerce
 
from
 
the
 
Memorial
 
University
 
of
 
Newfoundland
 
and
 
a
 
master’s
degree
 
in
 
business
 
administration
 
from
 
the
 
Schulich
 
School
 
of
 
Business,
 
York
 
University.
 
Ms.
 
Rowe
 
is
one of the Bank’s Audit Committee Financial
 
Experts.
Nancy G.
 
Tower
is Chair
 
of the
 
Bank's Audit
 
Committee.
 
Ms. Tower
 
is a
 
Corporate Director.
 
She is
 
the
former President
 
and
 
Chief Executive
 
Officer
 
of Tampa
 
Electric Company,
 
which
 
is a
 
U.S.
 
subsidiary
 
of
Emera Inc. Ms. Tower
 
held a number of
 
senior roles at Emera
 
Inc. and its subsidiaries,
 
including as Chief
Corporate
 
Development
 
Officer,
 
Chief
 
Financial
 
Officer,
 
and
 
Chief
 
Executive
 
Officer
 
of
 
Emera
Newfoundland and Labrador.
 
Ms. Tower
 
also serves as a member
 
of the Audit Committee of
 
AltaGas Ltd.
Ms.
 
Tower
 
holds
 
a
 
Bachelor
 
of
 
Commerce
 
from
 
Dalhousie
 
University
 
in
 
Halifax,
 
Nova
 
Scotia
 
and
 
is
 
a
Chartered Professional
 
Accountant, a
 
Chartered Accountant,
 
and a
 
Fellow of
 
the Chartered
 
Professional
Accountants of Nova Scotia. Ms. Tower
 
is one of the Bank’s Audit Committee Financial
 
Experts.
Mary
 
A.
 
Winston
is
 
a
 
Corporate
 
Director
 
and
 
former
 
public-company
 
Chief
 
Financial
 
Officer
 
of
 
Family
Dollar
 
Stores,
 
Inc.,
 
Giant
 
Eagle,
 
Inc.
 
and
 
Scholastic
 
Corp.,
 
and
 
while
 
serving
 
as
 
a
 
board
 
member,
 
was
also interim CEO
 
of Bed Bath
 
and Beyond Inc.
 
Ms. Winston serves
 
as the Chair
 
of the Audit
 
Committees
of TD
 
Group
 
U.S.
 
Holdings
 
LLC, TD
 
Bank
 
U.S.
 
Holding
 
Company,
 
TD
 
Bank,
 
N.A.,
 
TD
 
Bank
 
USA,
 
N.A.
She
 
is
 
the
 
Chair
 
of
 
the
 
Audit
 
Committees
 
of
 
Acuity
 
Brands
 
Inc.
 
(through
 
January
 
2025)
 
and
 
Chipotle
Mexican
 
Grill
 
Inc,
 
and
 
sits
 
on
 
the
 
board
 
of
 
Northrup
 
Grumman.
 
Ms.
 
Winston
 
previously
 
served
 
as
 
the
Chair of the
 
Audit Committee
 
of Dover Corp.
 
from 2008
 
to 2018.
 
Ms. Winston
 
holds a
 
Bachelor's Degree
in Accounting from the University
 
of Wisconsin, an MBA from
 
Northwestern University's Kellogg
 
School of
Management,
 
and
 
is
 
a
 
Certified
 
Public
 
Accountant.
 
Ms.
 
Winston
 
is
 
one
 
of
 
the
 
Bank’s
 
Audit
 
Committee
Financial Experts.
Additional Information Regarding the Audit Committee
 
and Shareholders' Auditor
The
 
Audit
 
Committee
 
oversees
 
the
 
financial
 
reporting
 
process
 
at
 
the
 
Bank,
 
including
 
the
 
work
 
of
 
the
shareholder's
 
independent
 
external
 
auditor,
 
currently
 
Ernst
 
&
 
Young
 
LLP
 
(“EY”).
 
EY
 
is
 
responsible
 
for
planning
 
and
 
carrying
 
out,
 
in
 
accordance
 
with
 
professional
 
standards,
 
an
 
audit
 
of
 
the
 
Bank's
 
annual
financial statements and reviews of the Bank's quarterly
 
financial statements.
The Audit
 
Committee is
 
responsible for
 
the annual
 
recommendation
 
of the
 
appointment and
 
oversight of
the
 
shareholders’
 
independent
 
external
 
auditor.
 
The
 
Audit
 
Committee
 
assesses
 
the
 
performance
 
and
qualification
 
of
 
the
 
shareholders'
 
auditor
 
and
 
submits
 
its
 
recommendation
 
for
 
appointment,
 
or
reappointment,
 
to
 
the
 
Board
 
for
 
recommendation
 
to
 
the
 
shareholders.
 
The
 
shareholders'
 
auditor
 
is then
appointed by the shareholders, who vote on this matter
 
at the Annual General Meeting.
At
 
least
 
annually,
 
the
 
Audit
 
Committee
 
evaluates
 
the
 
performance,
 
qualifications,
 
skills,
 
resources
(amount and
 
type), and
 
independence of
 
the shareholders'
 
auditor,
 
including the
 
lead partner,
 
in order
 
to
support
 
the
 
Board
 
in
 
reaching
 
its
 
recommendation
 
to
 
appoint
 
the
 
shareholders'
 
auditor.
 
This
 
annual
evaluation
 
includes
 
an
 
assessment
 
of
 
audit
 
quality
 
and
 
service
 
considerations
 
such
 
as:
 
auditor
independence, objectivity
 
and professional skepticism;
 
quality of the
 
engagement team;
 
monitoring of the
partner
 
rotation
 
timing;
 
and
 
quality
 
of
 
the
 
communication
 
and
 
service
 
provided
 
by
 
the
 
shareholders'
auditor.
 
In
 
the
 
evaluation,
 
the
 
Audit
 
Committee
 
considers
 
the
 
nature
 
and
 
extent
 
of
 
communications
received from
 
the shareholders'
 
auditor during
 
the year,
 
the responses
 
from management
 
and the
 
Audit
Committee
 
to
 
an
 
annual
 
questionnaire
 
regarding
 
the
 
performance
 
of,
 
and
 
interactions
 
with,
 
the
shareholders' auditor.
EY
 
was
 
appointed
 
as
 
the
 
shareholders'
 
independent
 
external
 
auditor
 
for
 
the
 
year
 
ended
 
October
 
31,
2024, in
 
accordance
 
with
 
the
 
Bank
 
Act and
 
the recommendation
 
by the
 
Audit
 
Committee
 
and
 
has been
the
 
Bank’s
 
sole
 
independent
 
external
 
auditor
 
beginning
 
with
 
the
 
year
 
ended
 
October
 
31,
 
2006.
 
Prior
 
to
2006, EY acted as joint auditors of the Bank.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Executive Officers of the Bank
 
As at December 4, 2024, the following individuals are executive
 
officers of the Bank:
 
Executive Officer
Principal Occupation
Municipality of
Residence
Ajai
K. Bambawale
Group Head and Chief Risk Officer,
 
TD Bank Group
Toronto,
 
Ontario,
Canada
Melanie Burns
Executive Vice President and Chief Human
Resources Officer
Toronto,
 
Ontario,
Canada
Raymond Chun
1
Chief Operating Officer,
 
TD Bank Group
 
Oakville, Ontario,
Canada
Paul Clark
Senior Executive Vice President, Wealth
Management
Toronto,
 
Ontario,
Canada
Barbara Hooper
Group Head, Canadian Business Banking, TD Bank
Group
Etobicoke,
Ontario, Canada
Gregory Keeley
Senior Executive Vice President, Platforms and
Technology
Fairfield,
Connecticut,
U.S.A.
Jane Langford
Executive Vice President and General Counsel
Toronto,
 
Ontario,
Canada
Bharat B. Masrani
2
Group President and Chief Executive Officer,
 
TD
Bank Group
 
Toronto,
 
Ontario,
Canada
Sona Mehta
Group Head, Canadian Personal Banking, TD Bank
Group
Brampton,
Ontario, Canada
M. Christine Morris
Senior Executive Vice President,
Transformation, Enablement and Customer
Experience
Etobicoke,
Ontario, Canada
Anita O'Dell
3
Senior Vice President and Chief Auditor
Anderson, South
Carolina, U.S.A.
Leovigildo Salom
Group Head US Retail, TD Bank Group and
President and CEO, TD Bank, America's Most
Convenient Bank®
Miami, Florida,
U.S.A.
Kelvin Tran
Group Head and Chief Financial Officer,
 
TD
Bank Group
Markham,
Ontario, Canada
Tim Wiggan
Group Head, Wholesale Banking and
President and CEO of TD Securities
Toronto,
 
Ontario,
Canada
Notes:
1.
 
Mr.
 
Chun will
 
become Group
 
President and
 
Chief Executive
 
Officer of
 
the Bank,
 
on April
 
10, 2025,
 
at
 
the Bank's
 
next
Annual Meeting of Shareholders.
2.
 
Mr. Masrani will retire on April 10, 2025.
3.
 
As of December 9, 2024, Ms. O'Dell will move into
 
an advisory role at the Bank and will continue to
 
serve in that role until
she retires on May 31, 2025. Michelle Myers
 
will be appointed as Global Chief Auditor effective
 
December 9, 2024.
 
Except as disclosed
 
below,
 
all executive officers
 
have had the
 
same principal occupation
 
for the past
 
five
years.
Prior to commencing her current
 
role as Executive Vice
 
President and Chief Human Resources
 
Officer on
May 1,
 
2024, Ms.
 
Burns was
 
Executive Vice
 
President and
 
Deputy Chief
 
Human Resources
 
Officer from
June 5, 2023 to April
 
30, 2024, and Senior Vice
 
President, Human Resources, Talent
 
from June 13, 2011
to June 4, 2023.
Prior to
 
commencing
 
his current
 
role as
 
Chief Operating
 
Officer,
 
TD Bank
 
Group on
 
November 1,
 
2024,
Mr.
 
Chun
 
was
 
Group
 
Head,
 
Canadian
 
Personal
 
Banking,
 
TD
 
Bank
 
Group
 
from
 
December
 
11,
 
2023
 
to
October 31, 2024, Group
 
Head, Wealth Management
 
and TD Insurance, TD
 
Bank Group from January
 
1,
2022
 
to
 
December
 
10,
 
2023,
 
Executive
 
Vice
 
President,
 
Direct
 
Investing,
 
Business
 
Architecture
 
and
Delivery,
 
TD Wealth
 
from June 14,
 
2021 to December
 
31, 2021, and
 
Executive Vice
 
President, President
and CEO, TD Insurance from May 23, 2019 to June 13,
 
2021.
Prior
 
to
 
commencing
 
his
 
current
 
role
 
as
 
Senior
 
Executive
 
Vice
 
President,
 
Wealth
 
Management
 
on
November
 
1,
 
2024,
 
Mr.
 
Clark
 
was
 
Executive
 
Vice
 
President,
 
Wealth
 
Advice
 
from
 
June
 
14,
 
2021
 
to
October 31,
 
2024, and
 
Executive Vice
 
President, Direct
 
Investing, TD
 
Wealth from
 
July 1,
 
2019 to
 
June
13, 2021.
 
Prior to
 
commencing
 
her current
 
role
 
as Group
 
Head,
 
Canadian
 
Business Banking,
 
TD Bank
 
Group, on
May
 
1,
 
2023,
 
Ms.
 
Hooper
 
was
 
Senior
 
Executive
 
Vice
 
President,
 
Treasury
 
and
 
Enterprise
 
Strategy
 
from
September
 
1,
 
2021
 
to
 
April
 
30,
 
2023,
 
and
 
Executive
 
Vice
 
President,
 
Treasury
 
and
 
Corporate
Development from January 23, 2017 to August 31, 2021.
 
Prior to
 
commencing
 
his current
 
role
 
as
 
Senior
 
Executive
 
Vice
 
President,
 
Platforms
 
and Technology
 
on
January
 
1,
 
2022,
 
Mr.
 
Keeley
 
was
 
Executive
 
Vice
 
President
 
and
 
Chief
 
Information
 
Officer
 
from
 
April
 
1,
2021 to
 
December
 
31,
 
2021
 
and
 
Senior
 
Vice
 
President
 
and
 
Head
 
of
 
Enterprise
 
Operational
 
Excellence
from August 1, 2018 to March 31, 2021.
 
Prior to commencing
 
her current
 
role as
 
Executive Vice
 
President and
 
General Counsel
 
on May
 
1, 2022,
Ms. Langford was Senior Vice President, Legal, Corporate
 
from March 1, 2018 to April 30, 2022.
 
Prior to commencing her current role as
Group
 
Head,
 
Canadian
 
Personal
 
Banking,
 
TD
 
Bank
 
Group
 
on
November
 
1,
 
2024,
 
Ms.
 
Mehta
 
was
 
Executive
 
Vice
 
President,
 
Real
 
Estate
 
Secured
 
Lending,
 
Everyday
Banking,
 
Savings
 
and
 
Investing,
 
Canadian
 
Personal
 
Banking
 
from
 
November
 
20,
 
2023
 
to
 
October
 
31,
2024,
 
Senior
 
Vice
 
President,
 
Everyday
 
Banking,
 
Savings
 
and
 
Investing
 
from
 
May
 
9, 2022
 
to
 
November
19, 2023,
 
Senior Vice
 
President, Claims,
 
Fraud, Litigation
 
and Vendor
 
Management,
 
TD Insurance
 
from
February
 
10,
 
2020
 
to
 
May
 
8,
 
2022,
 
and
 
Vice
 
President,
 
Risk
 
Management
 
from
 
September
 
5,
 
2017
 
to
February 9, 2020.
 
Prior
 
to
 
starting
 
her
 
current
 
role
 
as
 
Senior
 
Executive
 
Vice
 
President,
 
Transformation,
 
Enablement
 
and
Customer
 
Experience
 
on
 
September
 
1,
 
2021,
 
Ms.
 
Morris
 
was
 
Executive
 
Vice
 
President
 
and
 
Chief
Operating Officer,
 
Canadian Personal Banking
 
from April 1, 2020
 
to August 31, 2021,
 
and Executive Vice
President, Lending Solutions, Canadian Personal Banking from
 
September 16, 2019 to March 31, 2020.
Prior to commencing
 
her current role
 
as Senior Vice
 
President and Chief
 
Auditor on March
 
29, 2021, Ms.
O'Dell
 
was
 
Senior
 
Vice
 
President
 
and
 
Chief
 
Auditor,
 
TD
 
Bank
 
America's
 
Most
 
Convenient
 
Bank
 
from
March 2, 2017 to March 28, 2021.
 
Prior to commencing
 
his current role
 
as Group Head
 
US Retail, TD
 
Bank Group and
 
President and CEO,
America's Most Convenient
 
Bank, on January 1,
 
2022, Mr.
 
Salom was Group Head,
 
Wealth Management
and TD Insurance, TD Bank Group from November 1,
 
2017 to December 31, 2021.
Prior to
 
commencing
 
his current
 
role
 
as Group
 
Head
 
and Chief
 
Financial
 
Officer
 
on March
 
2, 2023,
 
Mr.
Tran
 
was Senior
 
Executive Vice
 
President and
 
Chief Financial
 
Officer from
 
September 1,
 
2021 to
 
March
1, 2023,
 
Executive Vice
 
President, Enterprise
 
Finance from
 
May 27,
 
2021 until
 
August 31,
 
2021, Senior
Vice President, TD
 
Bank Group and
 
Chief Financial Officer,
 
TD Bank, America's
 
Most Convenient Bank®
from August 1, 2019 to May 26, 2021.
 
Prior to
 
commencing his
 
current role
 
as Group
 
Head, Wholesale
 
Banking and
 
President and
 
CEO of
 
TD
Securities on
 
November 1,
 
2024, Mr.
 
Wiggan was
 
Group Head,
 
Wealth Management
 
and Insurance,
 
TD
Bank Group from December
 
11, 2023
 
to October 31, 2024,
 
Executive Vice President,
 
Vice Chair and
 
Co-
Head of Global
 
Investment Banking, TD
 
Securities from March
 
1, 2023 to
 
December 10,
 
2023, Executive
Vice President,
 
Vice Chair
 
and Co-Head
 
Global Markets,
 
TD Securities
 
from March
 
3, 2022
 
to February
28,
 
2023,
 
Senior
 
Vice
 
President,
 
Executive
 
Managing
 
Director
 
and
 
Co-Head
 
Global
 
Markets,
 
TD
Securities
 
from
 
January
 
2,
 
2022 to
 
March
 
2,
 
2022,
 
and
 
Senior
 
Vice
 
President
 
and
 
Executive
 
Managing
Director, Global Equities and Commodities
 
from November 1, 2016 to January 1, 2022.
Shareholdings of Directors and Executive Officers
 
To
 
the knowledge of the Bank, as
 
at October 31, 2024, the directors
 
and executive officers of the
 
Bank as
a
 
group
 
beneficially
 
owned,
 
directly
 
or
 
indirectly,
 
or
 
exercised
 
control
 
or
 
direction
 
over
 
an
 
aggregate
 
of
2,234,206.58 of the
 
Bank’s common shares,
 
representing approximately
0.13 %
of the Bank’s
 
issued and
outstanding common shares on that date.
Additional Disclosure for Directors and Executive
 
Officers
To
 
the best of our
 
knowledge, having made
 
due inquiry,
 
the Bank confirms that,
 
as at December
 
4, 2024,
except as set out below:
(i)
 
no director or executive officer
 
of the Bank is, or was within the
 
last ten years, a director or
 
officer of
a company (including the Bank) that:
(a)
 
was subject to
 
an order (including
 
a cease trade
 
order or an
 
order similar to
 
a cease trade
 
or
an
 
order
 
that
 
denied
 
the
 
relevant
 
company
 
access
 
to
 
any
 
exemption
 
under
 
securities
legislation for
 
a period
 
of more
 
than 30
 
consecutive days),
 
that was
 
issued while
 
the director
or
 
executive
 
officer
 
was
 
acting
 
in
 
the
 
capacity
 
as
 
director,
 
chief
 
executive
 
officer
 
or
 
chief
financial officer;
(b)
 
was subject
 
to an
 
order that
 
was issued
 
after the
 
director or
 
executive officer
 
ceased to
 
be a
director, chief
 
executive officer
 
or chief financial
 
officer and
 
which resulted from
 
an event that
occurred
 
while
 
that
 
person
 
was
 
acting
 
in
 
the
 
capacity
 
as
 
director,
 
chief
 
executive
 
officer
 
or
chief financial officer; or
(c)
 
within
 
a
 
year
 
of
 
the
 
person
 
ceasing
 
to
 
act
 
in
 
that
 
capacity,
 
became
 
bankrupt,
 
made
 
a
proposal
 
under
 
any
 
legislation
 
relating
 
to
 
bankruptcy
 
or
 
insolvency
 
or
 
was
 
subject
 
to
 
or
instituted
 
any
 
proceedings,
 
arrangement
 
or
 
compromise
 
with
 
creditors
 
or
 
had
 
a
 
receiver,
receiver manager or trustee appointed to hold its assets.
(ii)
 
in
 
the
 
last
 
ten
 
years,
 
no
 
director
 
or
 
executive
 
officer
 
of
 
the
 
Bank
 
has
 
become
 
bankrupt,
 
made
 
a
proposal
 
under
 
any
 
legislation
 
relating
 
to
 
bankruptcy
 
or
 
insolvency,
 
or
 
become
 
subject
 
to
 
or
instituted any
 
proceedings,
 
arrangement
 
or compromise
 
with creditors,
 
or had
 
a receiver,
 
receiver
manager or trustee appointed to hold the assets of the
 
director or executive officer; and
(iii)
 
no director or
 
executive officer
 
of the Bank
 
has been subject
 
to any penalties
 
or sanctions imposed
by a court
 
relating to securities
 
legislation or by
 
a securities regulatory
 
authority or has
 
entered into
a
 
settlement
 
agreement
 
with
 
a
 
securities
 
regulatory
 
authority
 
or
 
has
 
been
 
subject
 
to
 
any
 
other
penalties
 
or
 
sanctions
 
imposed
 
by
 
a
 
court
 
or
 
regulatory
 
body
 
that
 
would
 
likely
 
be
 
considered
important to a reasonable investor in making an investment
 
decision.
Ms.
 
Goggins
 
was,
 
prior
 
to
 
June
 
14,
 
2016,
 
a
 
director
 
of
 
Valeant
 
Pharmaceuticals
 
International,
 
Inc.
("Valeant").
 
Management
 
cease
 
trade
 
orders
 
were
 
issued
 
for
 
directors
 
and
 
officers
 
of
 
Valeant
 
by
 
the
Autorité
 
des
 
marchés
 
financiers
 
(Quebec)
 
while
 
Ms.
 
Goggins
 
was
 
a
 
director
 
of
 
Valeant.
 
These
 
orders
were effective from March 31, 2016 to April 29, 2016,
 
and from May 17, 2016 to June 8, 2016.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mr.
 
MacIntyre
 
was
 
a
 
director
 
of
 
2180811
 
Ontario
 
Limited
 
("2180811"),
 
the
 
sole
 
general
 
partner
 
of
 
RHB
Group LP ("RHB"). On January
 
17, 2017, RHB and 2180811
 
were deemed to have filed
 
an assignment of
bankruptcy
 
under
 
the
 
Bankruptcy
 
and Insolvency
 
Act.
 
RHB and
 
2180811
 
were
 
majority
 
owned
 
by Birch
Hill Equity Partners, where Mr.
 
MacIntyre is employed.
 
Pre-Approval Policies and Shareholders’ Auditor Service
 
Fees
 
The Bank’s
 
Audit Committee
 
has implemented
 
a policy
 
restricting the services
 
that may
 
be performed
 
by
the shareholders’ independent
 
external auditor.
 
The policy provides
 
detailed guidance to
 
management as
to
 
the
 
specific
 
services
 
that
 
are
 
eligible
 
for
 
Audit
 
Committee
 
pre-approval.
 
By
 
law,
 
the
 
shareholders’
auditor may not provide certain services to the Bank or
 
its subsidiaries.
The types of services to be
 
performed by the shareholders' auditor,
 
together with the maximum amount
 
of
fees that may be paid
 
for such services, must
 
be annually pre-approved by
 
the Audit Committee pursuant
to the policy.
 
The policy
 
also provides
 
that the
 
Audit Committee
 
will, on a
 
quarterly basis,
 
receive a year-
to-date
 
report
 
of
 
fees
 
paid
 
or
 
payable
 
to
 
the
 
shareholders'
 
auditor
 
for
 
services
 
performed,
 
as
 
well
 
as
details
 
of
 
any
 
proposed
 
engagements
 
for
 
consideration
 
and,
 
if
 
necessary
 
pre-approval,
 
by
 
the
 
Audit
Committee.
 
In
 
making
 
its
 
determination
 
regarding
 
the
 
services
 
to
 
be
 
performed
 
by
 
the
 
shareholders’
auditor, the
 
Audit Committee considers
 
compliance with applicable
 
legal and regulatory
 
requirements and
guidance,
 
and
 
with
 
the
 
policy,
 
as
 
well
 
as
 
whether
 
the
 
provision
 
of
 
the
 
services
 
could
 
negatively
 
impact
auditor
 
independence.
 
This
 
includes
 
considering
 
whether
 
the
 
provision
 
of
 
the
 
services
 
would
 
place
 
the
auditor in a
 
position to audit
 
its own work,
 
place the auditor
 
in an advocacy
 
role on behalf
 
of the Bank,
 
or
result in the auditor acting in the role of the Bank’s
 
management.
Fees
 
paid
 
to
 
EY,
 
the
 
Bank’s
 
current
 
shareholders’
 
independent
 
external
 
auditor,
 
by
 
category
 
of
 
fee
 
for
services provided during the two most recently completed
 
fiscal years are detailed in the table below.
 
 
Fees paid to Ernst & Young
 
LLP
 
(thousands of Canadian dollars)
 
2024
 
 
 
2023
 
 
Audit Fees
1
 
$45,580
 
 
$43,085
 
 
Audit-related fees
2
 
3,893
 
 
5,724
 
 
Tax
 
fees
3
 
815
 
 
1,067
 
 
All Other fees
4
 
25
 
 
150
 
 
Total Bank and Subsidiaries
 
$50,313
 
 
$50,026
 
 
Investment Funds
5
 
 
 
 
 
 
– Public Funds
 
2,849
 
 
2,643
 
 
– Private Funds
 
3,571
 
 
4,749
 
 
Total Investment
 
Funds
 
$6,420
 
 
$7,392
 
 
Total
 
Fees
 
$56,733
 
 
$57,418
 
 
Notes:
1.
 
Audit fees
 
are fees
 
for the
 
professional services
 
in connection
 
with the
 
audit of
 
the Bank’s
 
financial statements
 
including the
audit of
 
internal control over
 
financial reporting, the
 
audit of
 
its subsidiaries,
 
and other services
 
that are
 
normally provided
 
by
the shareholders’ auditor in connection with statutory
 
and regulatory filings or engagements.
 
2.
 
Audit-related fees are fees for assurance and
 
related services that are performed by the shareholders’
 
auditor. These services
include:
 
employee
 
benefit
 
plan
 
audits;
 
audit
 
of
 
charitable
 
organizations;
 
audit
 
services
 
for
 
certain
 
special
 
purpose
 
entities
administered
 
by
 
the
 
Bank;
 
accounting
 
and
 
tax
 
consultation
 
in
 
connection
 
with
 
mergers,
 
acquisitions,
 
divestitures
 
and
restructurings; application
 
and general
 
controls reviews;
 
interpretation of
 
accounting, tax
 
and reporting
 
standards; assurance
services
 
or
 
specified
 
procedures
 
that
 
are
 
not
 
required
 
by
 
statute
 
or
 
regulation;
 
reports
 
on
 
control
 
procedures
 
at
 
a
 
service
organization; translation of financial
 
statements and reports in
 
connection with the audit
 
or review; and information
 
technology
advisory services.
 
3.
 
Tax fees comprise general tax planning and advice related to mergers and acquisitions and financing structures; electronic and
paper-based tax
 
knowledge publications;
 
income and
 
commodity tax
 
compliance and
 
advisory services;
 
and transfer
 
pricing
services and customs and duties issues.
 
4.
 
All
 
other fees
 
include fees
 
for benchmark
 
studies; regulatory
 
advisory services;
 
and performance
 
and process
 
improvement
services.
 
5.
 
Includes fees for professional services
 
provided by EY for certain
 
investment funds managed by subsidiaries of
 
the Bank. The
fees mainly
 
relate to
 
audit services;
 
$566 thousand
 
(2023 –
 
$630 thousand)
 
relates to
 
tax and
 
other services.
 
In addition
 
to
 
 
 
other
 
administrative
 
costs,
 
the
 
subsidiaries
 
are
 
responsible
 
for
 
the
 
auditors'
 
fees
 
for
 
professional
 
services
 
rendered
 
in
connections with the annual
 
audits, statutory and regulatory filings, and
 
other services for the
 
investment funds, in return
 
for a
fixed administration fee. For certain funds, these fees
 
are paid directly by the funds.
LEGAL PROCEEDINGS AND REGULATORY
 
ACTIONS
A description
 
of material
 
legal proceedings
 
and regulatory
 
matters to
 
which the
 
Bank is
 
a party
 
is set out
under the
 
heading “Legal
 
and Regulatory
 
Matters” in
 
Note 27
 
of the
 
Annual Financial
 
Statements for
 
the
year ended October 31, 2024, which note is incorporated
 
by reference in this AIF.
On
 
October
 
10,
 
2024,
 
the
 
Bank
 
announced
 
that,
 
following
 
active
 
cooperation
 
and
 
engagement
 
with
authorities
 
and
 
regulators,
 
it
 
had
 
reached
 
a
 
resolution
 
of
 
investigations
 
related
 
to
 
its
 
U.S.
 
BSA/AML
compliance
 
programs.
 
The Bank
 
and
 
certain
 
of its
 
U.S.
 
subsidiaries
 
have consented
 
to orders
 
with
 
the
OCC,
 
the
 
FRB,
 
and
 
FinCEN
 
and
 
entered
 
into
 
plea
 
agreements
 
with
 
the
 
DOJ,
 
Criminal
 
Division,
 
Money
Laundering
 
and
 
Asset
 
Recovery
 
Section
 
and
 
the
 
United
 
States
 
Attorney’s
 
Office
 
for
 
the
 
District
 
of
 
New
Jersey.
 
More information is provided in the "General Development of the
 
Business" section of this AIF.
 
During
 
fiscal
 
2024,
 
Financial
 
Transactions
 
and
 
Reports
 
Analysis
 
Centre
 
of
 
Canada
 
("FINTRAC")
undertook
 
a
 
compliance
 
examination
 
of
 
certain
 
aspects
 
of
 
the
 
Bank’s
 
AML
 
program
 
in
 
Canada.
 
FINTRAC
 
imposed
 
an
 
administrative
 
monetary
 
penalty
 
of
 
$9.2
 
million
 
and
 
issued
 
five
 
violations:
 
(i)
FINTRAC
 
found
 
that
 
TD
 
failed
 
to
 
file
 
suspicious
 
transaction
 
reports
 
(STRs)
 
in
 
20
 
of
 
the
 
cases
 
it
 
had
reviewed
 
and
 
(ii)
 
FINTRAC
 
issued
 
four
 
inter-related
 
violations
 
that
 
primarily
 
stemmed
 
from
 
the
 
Bank’s
failure
 
to
 
properly
 
identify
 
(i.e.,
 
assess
 
and
 
document)
 
its
 
full
 
population
 
of
 
high-risk
 
customers.
 
More
information is provided
 
under "Significant Events
 
– Global Resolution
 
of the Investigations
 
into the Bank's
U.S. BSA/AML Program" on pages 4 to 9 of the 2024
 
MD&A.
From time to
 
time, in the
 
ordinary course of
 
business, the
 
Bank and its
 
subsidiaries are
 
assessed fees
 
or
fines
 
by
 
securities
 
regulatory
 
authorities
1
 
in
 
relation
 
to
 
administrative
 
matters,
 
including
 
late
 
filings
 
or
reporting, which may be considered penalties
 
or sanctions pursuant to securities legislation,
 
but which are
not,
 
individually
 
or in
 
the
 
aggregate,
 
material
 
to
 
the
 
Bank.
 
In
 
addition,
 
the
 
Bank
 
and
 
its subsidiaries
 
are
subject
 
to
 
numerous
 
regulatory
 
authorities
 
around
 
the
 
world,
 
and
 
fees,
 
administrative
 
penalties,
settlement agreements and sanctions may be categorized
 
differently by each regulator.
 
1
National
 
Instrument
 
14-101
 
defines
 
“securities
 
legislation”
 
as
 
Canadian
 
provincial
 
and
 
territorial
 
securities
 
legislation,
 
and
“securities regulatory authority” as Canadian provincial
 
and territorial securities regulatory authorities.
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL
 
TRANSACTIONS
To
 
the best of our knowledge, the
 
Bank confirms that, as at December
 
4, 2024, there were no directors
 
or
executive officers
 
of the
 
Bank, nor
 
any associate
 
or affiliate
 
of a
 
director or
 
executive officer
 
of the
 
Bank,
with
 
a
 
material
 
interest
 
in
 
any
 
transaction
 
within
 
the
 
three
 
most
 
recently
 
completed
 
financial
 
years
 
or
during the current
 
financial year that
 
has materially affected
 
or is reasonably
 
expected to materially
 
affect
the Bank.
TRANSFER AGENTS AND REGISTRARS
 
Transfer Agent
TSX Trust Company
301-100 Adelaide Street West,
 
Toronto,
 
ON M5H 4H1
Telephone:
 
416-682-3860 or toll-free at 1-800-387-0825 (Canada and U.S.
 
only)
Fax:
 
1-888-249-6189
Email:
 
shareholderinquiries@tmx.com
 
Website:
 
www.tsxtrust.com
 
 
 
Co-transfer Agent and Registrar
Computershare
P.O.
 
Box 43006
Providence, RI 02940-3006
or
150 Royall Street
Canton, MA 02021
Telephone:
 
1-866-233-4836
TDD for hearing impaired:
 
1-800-231-5469
Shareholders outside of U.S.:
 
201-680-6578
TDD shareholders outside of U.S.:
 
201-680-6610
Website:
 
www.computershare.com/investor
 
INTERESTS OF EXPERTS
The
 
Consolidated
 
Financial
 
Statements
 
of
 
the
 
Bank
 
for
 
the
 
year
 
ended
 
October
 
31,
 
2024
 
filed
 
under
National
 
Instrument
 
51-102
 
–
 
Continuous
 
Disclosure
 
Obligations,
 
portions
 
of
 
which
 
are
 
incorporated
 
by
reference
 
in
 
this
 
AIF,
 
have
 
been
 
audited
 
by
 
Ernst
 
&
 
Young
 
LLP,
 
Chartered
 
Professional
 
Accountants,
Licensed Public
 
Accountants, Toronto,
 
Ontario. Ernst
 
& Young
 
LLP is
 
the external
 
auditor who
 
prepared
the
 
Report
 
of
 
Independent
 
Registered
 
Public
 
Accounting
 
Firm
 
–
 
Opinion
 
on
 
the
 
Consolidated
 
Financial
Statements, and
 
Report of
 
Independent Registered
 
Public Accounting
 
Firm –
 
Opinion on
 
Internal Control
over Financial Reporting. Ernst & Young
 
LLP is independent with respect to the Bank
 
within the context of
the
 
CPA
 
Code
 
of
 
Professional
 
Conduct
 
of
 
the
 
Chartered
 
Professional
 
Accountants
 
of
 
Ontario.
 
Ernst
 
&
Young
 
LLP is also
 
independent with respect
 
to the Bank
 
within the meaning
 
of the U.S.
 
federal securities
laws and
 
the
 
applicable
 
rules
 
and regulations
 
thereunder
 
adopted by
 
the
 
U.S.
 
Securities
 
and Exchange
Commission and the Public Company Accounting Oversight
 
Board.
MATERIAL CONTRACTS
Except
 
as
 
set
 
forth
 
below,
 
the
 
Bank
 
has
 
not
 
entered
 
into
 
any
 
material
 
contracts,
 
other
 
than
 
those
contracts entered into in the ordinary course of business,
 
within the last financial year.
A
 
plea
 
agreement
 
was
 
entered
 
into
 
on
 
October
 
10,
 
2024
 
between
 
the
 
Department
 
of
 
Justice,
 
Criminal
Division,
 
Money
 
Laundering
 
and
 
Asset
 
Recovery
 
Section,
 
the
 
United
 
States
 
Attorney’s
 
Office
 
for
 
the
District of
 
New Jersey
 
and TD
 
Bank, N.A.,
 
pursuant to
 
which TD
 
Bank, N.A.
 
plead guilty
 
to one
 
count of
conspiring to
 
fail to
 
maintain an
 
adequate AML
 
program, fail
 
to file
 
accurate currency
 
transaction reports
("CTRs") and launder money.
A
 
plea
 
agreement
 
was
 
entered
 
into
 
on
 
October
 
10,
 
2024
 
between
 
the
 
Department
 
of
 
Justice,
 
Criminal
Division,
 
Money
 
Laundering
 
and
 
Asset
 
Recovery
 
Section,
 
the
 
United
 
States
 
Attorney’s
 
Office
 
for
 
the
District of New
 
Jersey and
 
TD Bank US
 
Holding Company (TDBUSH),
 
pursuant to which
 
TDBUSH plead
guilty to two counts of failing to maintain an adequate
 
AML program and failing to file accurate CTRs.
The above
 
plea
 
agreements
 
were filed
 
as “material
 
contracts”
 
in
 
accordance
 
with
 
the
 
Bank’s
 
regulatory
obligations
 
under
 
securities
 
laws
 
and
 
at
 
the
 
request
 
of
 
the
 
Ontario
 
Securities
 
Commission
 
("OSC"),
 
as
part of ongoing continuous disclosure review by OSC Corporate
 
Finance.
 
Additional
 
information
 
about
 
the
 
Global
 
Resolution
 
can
 
be
 
found
 
under
 
"Significant
 
Events
 
–
 
Global
Resolution
 
of
 
the
 
Investigations
 
into
 
the
 
Bank's
 
U.S.
 
BSA/AML
 
Program"
 
on
 
pages
 
4
 
to
 
9
 
of
 
the
 
2024
MD&A, which is incorporated by reference.
The
 
Bank's
 
material
 
contracts
 
are
 
available
 
under
 
the
 
Bank's
 
issuer
 
profile
 
on
 
SEDAR+
 
at
www.sedarplus.ca
 
ADDITIONAL INFORMATION
Additional
 
information
 
concerning
 
the
 
Bank
 
may
 
be
 
found
 
on
 
SEDAR+
 
at
 
www.sedarplus.ca
and
 
on
EDGAR at www.sec.gov.
Additional information,
 
including directors’
 
and officers’
 
remuneration and
 
indebtedness, principal
 
holders
of the Bank’s
 
securities and
 
options to purchase
 
securities, in
 
each case
 
if applicable,
 
is contained
 
in the
Bank’s
 
management
 
proxy
 
circular
 
for
 
its most
 
recent
 
annual
 
meeting
 
of
 
shareholders
 
that
 
involved
 
the
election
 
of
 
directors.
 
Additional
 
financial
 
information
 
is
 
provided
 
in
 
the
 
Bank’s
 
comparative
 
financial
statements
 
and
 
management’s
 
discussion
 
and
 
analysis
 
for
 
its
 
most
 
recently
 
completed
 
financial
 
year,
which at the date hereof was the year ended October 31, 2024.
Under certain Canadian
 
bank resolution powers
 
that came into effect
 
on September 23,
 
2018 (the "bail-in
regime"), the Canada Deposit
 
Insurance Corporation (“CDIC”) may,
 
in circumstances where the Bank
 
has
ceased, or
 
is about
 
to cease,
 
to be
 
viable, assume
 
temporary control
 
or ownership
 
of the
 
Bank and
 
may
be granted broad powers by one or more orders
 
of the Governor in Council (Canada),
 
including the power
to sell or
 
dispose of
 
all or a
 
part of the
 
assets of
 
the Bank,
 
and the
 
power to
 
carry out
 
or cause
 
the Bank
to carry out a
 
transaction or a series
 
of transactions the purpose
 
of which is to restructure
 
the business of
the
 
Bank.
 
The
 
expressed
 
objectives
 
of
 
the
 
bail-in
 
regime
 
include
 
reducing
 
government
 
and
 
taxpayer
exposure
 
in
 
the
 
unlikely
 
event
 
of
 
a
 
failure
 
of
 
a
 
bank
 
designated
 
by
 
OSFI
as
 
a
 
domestic
 
systemically
important
 
bank
 
("D-SIB"),
 
reducing
 
the
 
likelihood
 
of
 
such
 
a
 
failure
 
by
 
increasing
 
market
 
discipline
 
and
reinforcing that
 
bank shareholders
 
and creditors
 
are responsible
 
for the
 
D-SIBs’ risks
 
and not
 
taxpayers,
and preserving financial stability
 
by empowering the CDIC
 
to quickly restore a
 
failed D-SIB to viability
 
and
allow
 
it
 
to
 
remain
 
open
 
and
 
operating,
 
even
 
where
 
the
 
D-SIB
 
has
 
experienced
 
severe
 
losses.
 
For
 
a
description
 
of
 
Canadian
 
bank
 
resolution
 
powers
 
and
 
the
 
consequent
 
risk
 
factors
 
attaching
 
to
 
certain
liabilities of
 
the Bank,
 
reference is
 
made to
 
https://www.td.com/investor
 
-relations/ir-homepage/regulatory-
disclosures/main-features-of-capital-instruments/main-features-of-capital-instruments.jsp
 
.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Appendix “A”
Intercorporate Relationships
The following is a list of the directly or indirectly
 
held significant subsidiaries.
 
SIGNIFICANT SUBSIDIARIES
1
(millions of Canadian dollars)
October 31, 2024
North America
Address of Head
or Principal
 
Office
2
Carrying value
 
of shares
owned by the Bank
3
Meloche Monnex Inc.
Security National
 
Insurance Company
Primmum Insurance Company
TD Direct Insurance Inc.
TD General Insurance
 
Company
TD Home and Auto
 
Insurance Company
Montreal, Québec
Montreal, Québec
Toronto, Ontario
Toronto, Ontario
Toronto, Ontario
Toronto, Ontario
$
2,753
TD Wealth
 
Holdings Canada
 
Limited
TD Asset Management Inc.
Toronto, Ontario
Toronto, Ontario
10,367
GMI Servicing Inc.
Winnipeg, Manitoba
TD Waterhouse Private Investment
 
Counsel Inc.
Toronto, Ontario
TD Waterhouse Canada
 
Inc.
Toronto, Ontario
TD Auto Finance (Canada)
 
Inc.
Toronto, Ontario
4,287
TD Group US Holdings LLC
Toronto Dominion Holdings (U.S.A.), Inc.
Cowen Inc.
Cowen Structured
 
Holdings LLC
Cowen Structured Holdings Inc.
ATM Execution LLC
RCG LV Pearl, LLC
Cowen Financial
 
Products LLC
Cowen Holdings, Inc.
Cowen and Company, LLC
Cowen CV Acquisition LLC
Cowen Execution Holdco LLC
Westminster Research
 
Associates LLC
RCG Insurance Company
TD Prime Services
 
LLC
TD Securities
 
Automated Trading
 
LLC
TD Securities (USA) LLC
Toronto Dominion (Texas)
 
LLC
Toronto Dominion (New York) LLC
Toronto Dominion Investments, Inc.
TD Bank US Holding Company
Epoch Investment Partners, Inc.
TD Bank
 
USA, National
 
Association
TD Bank, National Association
TD Equipment Finance, Inc.
TD Private
 
Client Wealth
 
LLC
TD Public Finance LLC
TD Wealth Management Services
 
Inc.
Wilmington, Delaware
New York, New York
New York, New York
New York, New York
New York, New York
New York, New York
New York, New York
New York, New York
New York, New York
New York, New York
New York, New York
New York, New York
New York, New York
New York, New York
New York, New York
Chicago, Illinois
New York, New York
New York, New York
New York, New York
New York, New York
Cherry Hill,
 
New Jersey
New York, New York
Cherry Hill,
 
New Jersey
Cherry Hill,
 
New Jersey
Mt. Laurel, New Jersey
New York, New York
New York, New York
Mt. Laurel, New Jersey
81,374
TD Investment Services Inc.
Toronto, Ontario
56
TD Life Insurance
 
Company
Toronto, Ontario
163
TD Mortgage Corporation
Toronto, Ontario
13,231
TD Pacific Mortgage Corporation
Vancouver, British Columbia
The Canada Trust Company
Toronto, Ontario
TD Securities Inc.
Toronto, Ontario
3,213
TD Vermillion Holdings Limited
TD Financial
 
International Ltd.
TD Reinsurance (Barbados)
 
Inc.
Toronto, Ontario
Hamilton, Bermuda
St. James,
 
Barbados
23,714
International
Cowen Malta Holdings Limited
Cowen Insurance
 
Company Ltd
Birkirkara, Malta
Birkirkara, Malta
27
Ramius Enterprise
 
Luxembourg Holdco
 
S.à.r.l.
Luxembourg, Luxembourg
247
Cowen Reinsurance
 
S.A.
Luxembourg, Luxembourg
TD Ireland Unlimited
 
Company
TD Global Finance
 
Unlimited Company
Dublin, Ireland
Dublin, Ireland
2,805
TD Securities (Japan)
 
Co. Ltd.
Tokyo, Japan
13
Toronto Dominion Australia Limited
Sydney, Australia
104
TD Bank Europe Limited
London, England
1,407
Toronto Dominion International
 
Pte. Ltd.
Cowen Execution Services Limited
Singapore, Singapore
London, England
6,812
Toronto Dominion (South East Asia) Limited
Singapore, Singapore
1,643
1
 
Unless otherwise noted, The Toronto-Dominion Bank, either directly or through its subsidiaries, owns 100% of the entity and/or
 
100% of any issued and outstanding voting
securities and
non-voting securities of the entities listed.
2
 
Each subsidiary is incorporated or organized in the country in which its head or principal office is located.
3
 
Carrying amounts are prepared for purposes of meeting the disclosure requirements of Section 308 (3)(a)(ii)
 
of the
Bank Act (Canada)
. Intercompany transactions may be included herein
which are eliminated for consolidated financial reporting purposes.
 
Appendix "B"
Description of Ratings
Description of ratings, as disclosed by Moody's Investors
 
Service on its public website
Ratings assigned
 
on Moody’s
 
global long-term
 
and short-term
 
rating scales
 
are forward-looking
 
opinions
of the relative
 
credit risks
 
of financial
 
obligations issued
 
by non-financial
 
corporates, financial
 
institutions,
structured finance vehicles, project finance
 
vehicles, and public sector entities.
 
Moody’s defines credit risk
as
 
the
 
risk
 
that
 
an
 
entity
 
may
 
not
 
meet
 
its
 
contractual
 
financial
 
obligations
 
as
 
they
 
come
 
due
 
and
 
any
estimated
 
financial
 
loss
 
in
 
the
 
event
 
of
 
default
 
or
 
impairment.
 
The
 
contractual
 
financial
 
obligations
addressed by
 
Moody’s
 
ratings are
 
those that
 
call for,
 
without regard
 
to enforceability,
 
the payment
 
of an
ascertainable
 
amount,
 
which
 
may
 
vary
 
based
 
upon
 
standard
 
sources
 
of
 
variation
 
(e.g.,
 
floating
 
interest
rates), by
 
an ascertainable
 
date. Moody’s
 
rating addresses
 
the issuer’s
 
ability to
 
obtain cash
 
sufficient to
service the
 
obligation, and
 
its willingness
 
to pay.
 
Moody’s ratings
 
do not
 
address non-
 
standard sources
of variation in the amount of the principal
 
obligation (e.g., equity indexed), absent
 
an express statement to
the contrary
 
in a press
 
release accompanying
 
an initial
 
rating.
 
Long-term ratings
 
are assigned to
 
issuers
or obligations
 
with
 
an
 
original
 
maturity
 
of
 
eleven
 
months
 
or
 
more
 
and
 
reflect
 
both
 
on
 
the
 
likelihood
 
of
 
a
default or
 
impairment
 
on contractual
 
financial
 
obligations
 
and the
 
expected
 
financial
 
loss
 
suffered
 
in
 
the
event of
 
default or
 
impairment. Short-term
 
ratings are
 
assigned to
 
obligations with
 
an original
 
maturity of
thirteen
 
months
 
or
 
less
 
and
 
reflect
 
both
 
on
 
the
 
likelihood
 
of
 
a
 
default
 
or
 
impairment
 
on
 
contractual
financial
 
obligations
 
and
 
the
 
expected
 
financial
 
loss
 
suffered
 
in
 
the
 
event
 
of
 
default
 
or
 
impairment.
 
Moody’s issues
 
ratings at the
 
issuer level and
 
instrument level on
 
both the long-term
 
scale and the
 
short-
term
 
scale.
 
Typically,
 
ratings
 
are
 
made
 
publicly
 
available
 
although
 
private
 
and
 
unpublished
 
ratings
 
may
also be assigned.
Moody’s
 
differentiates
 
structured
 
finance
 
ratings
 
from
 
fundamental
 
ratings
 
(i.e.,
 
ratings
 
on
 
nonfinancial
corporate, financial institution, and public
 
sector entities) on the global long-term
 
scale by adding (sf) to all
structured
 
finance
 
ratings.
 
The
 
addition
 
of
 
(sf)
 
to
 
structured
 
finance
 
ratings
 
should
 
eliminate
 
any
presumption
 
that
 
such
 
ratings
 
and
 
fundamental
 
ratings
 
at
 
the
 
same
 
letter
 
grade
 
level
 
will
 
behave
 
the
same.
 
The
 
(sf)
 
indicator
 
for
 
structured
 
finance
 
security
 
ratings
 
indicates
 
that
 
otherwise
 
similarly
 
rated
structured finance
 
and fundamental
 
securities may
 
have different
 
risk characteristics.
 
Through its
 
current
methodologies,
 
however,
 
Moody’s
 
aspires
 
to
 
achieve
 
broad
 
expected
 
equivalence
 
in
 
structured
 
finance
and fundamental rating performance when measured over
 
a long period of time.
Moody’s assigns ratings
 
to long-term and
 
short-term financial obligations.
 
Long-term ratings are
 
assigned
to
 
issuers
 
or
 
obligations
 
with
 
an
 
original
 
maturity
 
of
 
eleven
 
months
 
or
 
more
 
and
 
reflect
 
both
 
on
 
the
likelihood of a
 
default on contractually
 
promised payments
 
and the expected
 
financial loss
 
suffered in
 
the
event of default. Short-term ratings
 
are assigned to obligations with
 
an original maturity of thirteen
 
months
or
 
less
 
and
 
reflect
 
both
 
on
 
the
 
likelihood
 
of
 
a
 
default
 
on
 
contractually
 
promised
 
payments
 
and
 
the
expected financial
 
loss suffered
 
in the event
 
of default.
 
Moody’s appends
 
numerical modifiers
 
1, 2, and
 
3
to
 
each
 
generic
 
rating
 
classification
 
from
 
'Aa'
 
through
 
'Caa'.
 
The
 
modifier
 
1
 
indicates
 
that
 
the
 
obligation
ranks
 
in the
 
higher
 
end of
 
its generic
 
rating category;
 
the modifier
 
2 indicates
 
a mid-range
 
ranking;
 
and
the modifier
 
3
 
indicates
 
a ranking
 
in the
 
lower
 
end
 
of
 
that generic
 
rating category.
 
Additionally,
 
a '(hyb)'
indicator is appended to
 
all ratings of hybrid
 
securities issued by
 
banks, insurers, finance
 
companies, and
securities firms.
A global long-term rating of
 
'Aa' reflects obligations that are
 
judged to be of high quality
 
and are subject to
very
 
low credit
 
risk.
 
Obligations
 
rated
 
'A'
 
are
 
judged
 
to
 
be
 
upper-medium
 
grade
 
and
 
are subject
 
to
 
low
credit
 
risk.
 
Obligations
 
rated
 
'Baa'
 
are
 
judged
 
to
 
be
 
medium-grade
 
and
 
subject
 
to
 
moderate
 
credit
 
risk
and as such
 
may possess
 
certain speculative characteristics.
 
Global short-term
 
ratings of 'P-1'
 
(Prime-1)
reflect a superior ability to repay short-term obligations.
A Moody’s
 
rating outlook
 
is an
 
opinion regarding
 
the likely
 
rating direction
 
over the
 
medium term.
 
Rating
outlooks
 
fall
 
into
 
four
 
categories:
 
'Positive'
 
(POS),
 
'Negative'
 
(NEG),
 
'Stable'
 
(STA),
 
and
 
'Developing'
(DEV). Outlooks
 
may be
 
assigned
 
at the
 
issuer level
 
or at
 
the rating
 
level. Where
 
there is
 
an outlook
 
at
 
the
 
issuer
 
level
 
and
 
the
 
issuer
 
has
 
multiple
 
ratings
 
with
 
differing
 
outlooks,
 
an
 
“(m)”
 
modifier
 
to
 
indicate
multiple
 
will
 
be
 
displayed
 
and
 
Moody’s
 
press
 
releases
 
will
 
describe
 
and
 
provide
 
the
 
rationale
 
for
 
these
differences. A designation
 
of 'RUR' (Rating(s)
 
Under Review) is
 
typically used when
 
an issuer has
 
one or
more
 
ratings
 
under
 
review,
 
which
 
overrides
 
the
 
outlook
 
designation.
 
A
 
designation
 
of
 
'RWR'
 
(Rating(s)
Withdrawn)
 
indicates
 
that
 
an
 
issuer
 
has
 
no
 
active
 
ratings
 
to
 
which
 
an
 
outlook
 
is
 
applicable.
 
Rating
outlooks are
 
not assigned
 
to all
 
rated entities.
 
In some
 
cases, this
 
will be
 
indicated by
 
the display
 
'NOO'
(No Outlook).
A
 
'Stable'
 
outlook
 
indicates
 
a
 
low
 
likelihood
 
of
 
a
 
rating
 
change
 
over
 
the
 
medium
 
term.
 
A
 
'Negative',
'Positive' or 'Developing'
 
outlook indicates
 
a higher likelihood
 
of a rating
 
change over
 
the medium term.
 
A
rating
 
committee
 
that
 
assigns
 
an
 
outlook
 
of
 
'Stable',
 
'Negative',
 
'Positive',
 
or
 
'Developing'
 
to
 
an
 
issuer’s
rating is also indicating its belief
 
that the issuer’s credit profile is consistent
 
with the relevant rating level at
that point in time.
Description of ratings, as disclosed by S&P Global Ratings
 
on its public website
An
 
S&P Global
 
Ratings
 
issue
 
credit
 
rating
 
is a
 
forward-looking
 
opinion
 
about the
 
creditworthiness
 
of
 
an
obligor with
 
respect to
 
a specific
 
financial obligation,
 
a specific
 
class of
 
financial obligations,
 
or a
 
specific
financial program
 
(including ratings
 
on medium-term
 
note programs
 
and commercial
 
paper programs).
 
It
takes
 
into
 
consideration
 
the
 
creditworthiness
 
of
 
guarantors,
 
insurers,
 
or
 
other
 
forms
 
of
 
credit
enhancement
 
on
 
the
 
obligation
 
and
 
takes
 
into
 
account
 
the
 
currency
 
in
 
which
 
the
 
obligation
 
is
denominated.
 
The
 
opinion
 
reflects
 
S&P Global
 
Ratings'
 
view of
 
the obligor's
 
capacity
 
and willingness
 
to
meet its
 
financial commitments
 
as they
 
come due,
 
and this
 
opinion may
 
assess terms,
 
such as
 
collateral
security and subordination, which could affect ultimate
 
payment in the event of default.
Issue
 
credit
 
ratings
 
can
 
be
 
either
 
long-term
 
or
 
short-term.
 
Short-term
 
issue
 
credit
 
ratings
 
are
 
generally
assigned
 
to
 
those
 
obligations
 
considered
 
short-term
 
in
 
the
 
relevant
 
market,
 
typically
 
with
 
an
 
original
maturity
 
of
 
no
 
more
 
than
 
365
 
days.
 
Short-term
 
issue
 
credit
 
ratings
 
are
 
also
 
used
 
to
 
indicate
 
the
creditworthiness
 
of
 
an
 
obligor
 
with
 
respect
 
to
 
put
 
features
 
on
 
long-term
 
obligations.
 
We
 
would
 
typically
assign a
 
long-term issue
 
credit rating
 
to an
 
obligation
 
with an
 
original maturity
 
of greater
 
than 365
 
days.
However,
 
the
 
ratings
 
we
 
assign
 
to
 
certain
 
instruments
 
may
 
diverge
 
from
 
these
 
guidelines
 
based
 
on
market practices.
Issue
 
credit
 
ratings
 
are
 
based,
 
in
 
varying
 
degrees,
 
on
 
S&P
 
Global
 
Ratings'
 
analysis
 
of
 
the
 
following
considerations:
•
 
The likelihood of payment--the capacity and willingness
 
of the obligor to meet its financial
commitments on an obligation in accordance with the terms of the
 
obligation;
•
 
The nature and provisions of the financial obligation, and the
 
promise we impute; and
•
 
The protection afforded by,
 
and relative position of, the financial obligation in the event of
 
a
bankruptcy, reorganization,
 
or other arrangement under the laws of bankruptcy
 
and other laws
affecting creditors' rights.
An issue rating is an assessment of default
 
risk but may incorporate an assessment
 
of relative seniority or
ultimate
 
recovery
 
in
 
the
 
event
 
of
 
default.
 
Junior
 
obligations
 
are
 
typically
 
rated
 
lower
 
than
 
senior
obligations, to
 
reflect lower
 
priority in
 
bankruptcy,
 
as noted
 
above. (Such
 
differentiation
 
may apply
 
when
an entity
 
has both
 
senior and
 
subordinated obligations,
 
secured and
 
unsecured
 
obligations, or
 
operating
company and holding company obligations.)
A
 
long-term
 
obligation
 
rated
 
'AA’
 
differs
 
from
 
the
 
highest-rated
 
obligations
 
only
 
to
 
a
 
small
 
degree.
 
The
obligor's
 
capacity
 
to
 
meet
 
its
 
financial
 
commitments
 
on
 
the
 
obligation
 
is
 
very
 
strong.
 
A
 
long-term
obligation rated ‘A’
 
is somewhat more susceptible
 
to the adverse effects
 
of changes in circumstances
 
and
economic conditions
 
than
 
obligations in
 
higher-rated categories.
 
However,
 
the obligor's
 
capacity to
 
meet
its
 
financial
 
commitments
 
on
 
the
 
obligation
 
is
 
still
 
strong.
 
A
 
long-term
 
obligation
 
rated
 
'BBB'
 
exhibits
adequate protection
 
parameters. However,
 
adverse economic
 
conditions or
 
changing circumstances
 
are
more
 
likely
 
to
 
weaken
 
the
 
obligor's
 
capacity
 
to
 
meet
 
its
 
financial
 
commitments
 
on
 
the
 
obligation.
 
The
 
ratings from 'AA'
 
to 'CCC'
 
may be modified
 
by the
 
addition of a
 
plus (+)
 
or minus
 
(-) sign to
 
show relative
standing within the major rating categories.
A short-term
 
obligation
 
rated 'A-1'
 
is rated
 
in the
 
highest category
 
by S&P
 
Global
 
Ratings.
 
The obligor's
capacity
 
to
 
meet
 
its
 
financial
 
commitments
 
on
 
the
 
obligation
 
is
 
strong.
 
Within
 
this
 
category,
 
certain
obligations
 
are
 
designated
 
with
 
a
 
plus
 
sign
 
(+).
 
This
 
indicates
 
that
 
the
 
obligor's
 
capacity
 
to
 
meet
 
its
financial commitments on these obligations is extremely
 
strong.
The
 
S&P
 
Global
 
Ratings
 
Canadian
 
preferred
 
share
 
rating
 
scale
 
serves
 
issuers,
 
investors,
 
and
intermediaries
 
in
 
the
 
Canadian
 
financial
 
markets
 
by
 
expressing
 
preferred
 
share
 
ratings
 
(determined
 
in
accordance
 
with
 
global
 
rating
 
criteria)
 
in
 
terms
 
of
 
rating
 
symbols
 
that
 
have
 
been
 
actively
 
used
 
in
 
the
Canadian market over a number
 
of years. An S&P Global
 
Ratings preferred share rating on
 
the Canadian
scale
 
is
 
a
 
forward-looking
 
opinion
 
about
 
the
 
creditworthiness
 
of
 
an
 
obligor
 
with
 
respect
 
to
 
a
 
specific
preferred
 
share
 
obligation
 
issued
 
in
 
the
 
Canadian
 
market
 
relative
 
to
 
preferred
 
shares
 
issued
 
by
 
other
issuers in
 
the Canadian
 
market. There
 
is a
 
direct correspondence
 
between the
 
specific ratings
 
assigned
on
 
the
 
Canadian
 
preferred
 
share
 
scale
 
and
 
the
 
various
 
rating
 
levels
 
on
 
the
 
global
 
debt
 
rating
 
scale
 
of
S&P Global
 
Ratings. The
 
Canadian scale
 
rating is
 
fully determined
 
by the
 
applicable global
 
scale rating,
and there are no additional analytical criteria
 
associated with the determination of ratings on
 
the Canadian
scale.
 
S&P
 
Global
 
Ratings'
 
practice
 
is
 
to
 
present
 
ratings
 
on
 
an
 
issuer's
 
preferred
 
shares
 
on
 
both
 
the
global rating
 
scale and
 
on
 
the Canadian
 
national scale
 
when
 
listing the
 
ratings
 
for a
 
particular
 
issuer.
 
A
Canadian
 
National
 
preferred
 
share
 
rating
 
of
 
'P-2'
 
corresponds
 
to
 
global
 
scale
 
preferred
 
share
 
rating
 
of
'BBB'.
An
 
S&P
 
Global
 
Ratings
 
outlook
 
assesses
 
the
 
potential
 
direction
 
of
 
a
 
long-term
 
credit
 
rating
 
over
 
the
intermediate term,
 
which is
 
generally up
 
to two
 
years for
 
investment grade
 
and generally
 
up to
 
one year
for speculative
 
grade. In
 
determining a
 
rating outlook,
 
consideration is
 
given to
 
any changes
 
in economic
and/or
 
fundamental
 
business
 
conditions.
 
A
 
'Stable'
 
rating
 
outlook
 
indicates
 
that
 
a
 
rating
 
is
 
not
 
likely
 
to
change.
Description of ratings, as disclosed by Fitch on its
 
public website
Fitch Ratings
 
publishes credit
 
ratings that
 
are forward
 
-looking opinions
 
on the
 
relative
 
ability of
 
an entity
or obligation
 
to meet
 
financial commitments.
 
Issuer Default
 
Ratings (IDRs)
 
are assigned
 
to corporations,
sovereign entities,
 
and
 
financial
 
institutions,
 
such
 
as banks,
 
leasing
 
companies
 
and
 
insurers,
 
and public
finance entities
 
(local and
 
regional governments).
 
Issue level
 
ratings are
 
also assigned
 
and often
 
include
an
 
expectation
 
of
 
recovery,
 
which
 
may be
 
notched
 
above
 
or below
 
the
 
issuer-level
 
rating.
 
Issue
 
ratings
are
 
assigned
 
to
 
secured
 
and
 
unsecured
 
debt
 
securities,
 
loans,
 
preferred
 
stock
 
and
 
other
 
instruments,
Structured finance
 
ratings
 
are issue
 
ratings
 
to securities
 
backed by
 
receivables
 
or other
 
financial
 
assets
that consider the obligations’ relative vulnerability to default.
Credit ratings are
 
indications of the
 
likelihood of repayment
 
in accordance with
 
the terms of
 
the issuance.
In limited
 
cases, Fitch
 
may include
 
additional considerations
 
(i.e. rate
 
to a
 
higher or
 
lower standard
 
than
that
 
implied
 
in
 
the
 
obligation’s
 
documentation).
 
Fitch’s
 
credit
 
rating
 
scale
 
for
 
issuers
 
and
 
issues
 
is
expressed using the
 
categories ‘AAA’
 
to ‘BBB’ (investment
 
grade) and ‘BB’
 
to ‘D’ (speculative
 
grade) with
an
 
additional
 
+/–
 
for
 
‘AA’
 
through
 
‘CCC’
 
levels,
 
indicating
 
relative
 
differences
 
of
 
probability
 
of
 
default
 
or
recovery for issues. The terms “investment grade” and
 
“speculative grade” are market conventions and do
not
 
imply
 
any
 
recommendation
 
or
 
endorsement
 
of
 
a
 
specific
 
security
 
for
 
investment
 
purposes.
Investment-grade categories indicate relatively
 
low to moderate credit risk, while
 
ratings in the speculative
categories signal either a higher level of credit risk or that
 
a default already occurred.
Credit
 
ratings
 
are
 
also
 
designated
 
as
 
‘long-term’
 
or
 
‘short-term’
 
with
 
different
 
scales
 
used.
 
Long-term
ratings use the noted ‘AAA’
 
to ‘D’ scale. Fitch’s rating
 
analysis considers the long-term rating
 
horizon, and
therefore
 
considers
 
both
 
near-term
 
and
 
long-term
 
key
 
rating
 
drivers.
 
Short-term
 
ratings
 
scale
 
is
 
‘F1+’
 
through
 
‘F3’,
 
‘B’,
 
‘C’
 
and
 
‘D/RD’.
 
The
 
‘D’
 
and
 
‘RD’
 
ratings
 
are
 
used
 
for
 
both
 
long-term
 
and
 
short-term
ratings.
Ratings of
 
individual securities
 
or financial
 
obligations of
 
a corporate
 
issuer address
 
relative vulnerability
to
 
default
 
on
 
an
 
ordinal
 
scale.
 
In
 
addition,
 
for
 
financial
 
obligations
 
in
 
corporate
 
finance,
 
a
 
measure
 
of
recovery
 
given
 
default
 
on
 
that
 
liability
 
is
 
also
 
included
 
in
 
the
 
rating
 
assessment.
 
This
 
notably
 
applies
 
to
covered
 
bonds
 
ratings,
 
which
 
incorporate
 
both
 
an
 
indication
 
of
 
the
 
probability
 
of
 
default
 
and
 
of
 
the
recovery
 
given
 
a
 
default
 
of
 
this
 
debt
 
instrument.
 
On
 
the
 
contrary,
 
Ratings
 
of
 
debtor-in-possession
 
(DIP)
obligations incorporate
 
the
 
expectation
 
of full
 
repayment.
 
The relationship
 
between the
 
issuer scale
 
and
obligation
 
scale
 
assumes
 
a
 
generic
 
historical
 
average
 
recovery.
 
Individual
 
obligations
 
can
 
be
 
assigned
ratings
 
higher,
 
lower,
 
or
 
the
 
same
 
as
 
that
 
entity’s
 
issuer
 
rating
 
or
 
IDR,
 
based
 
on
 
their
 
relative
 
ranking,
relative vulnerability to
 
default or based
 
on explicit Recovery
 
Ratings. As a result,
 
individual obligations of
entities, such as corporations, are assigned ratings
 
higher, lower,
 
or the same as that entity’s issuer
 
rating
or IDR, except
 
DIP obligation ratings
 
that are not
 
based off
 
an IDR.
 
At the lower
 
end of the
 
ratings scale,
Fitch publishes explicit Recovery Ratings in many cases
 
to complement issuer and obligation ratings.
'AA'
 
(Very
 
High
 
Credit
 
Quality)
 
ratings
 
denote
 
expectations
 
of
 
very
 
low
 
credit
 
risk.
 
They
 
indicate
 
very
strong
 
capacity
 
for
 
payment
 
of
 
financial
 
commitments.
 
This
 
capacity
 
is
 
not
 
significantly
 
vulnerable
 
to
foreseeable events.
 
‘A’ (High
 
Credit Quality) ratings
 
denote expectations of
 
low default risk. The
 
capacity
for
 
payment
 
of
 
financial
 
commitments
 
is
 
considered
 
strong.
 
This
 
capacity
 
may,
 
nevertheless,
 
be
 
more
vulnerable
 
to adverse
 
business
 
or economic
 
conditions
 
than is
 
the
 
case
 
for higher
 
ratings.
 
‘BBB’ (Good
Credit Quality) ratings
 
indicate that expectations
 
of credit risk
 
are currently low.
 
The capacity for
 
payment
of financial commitments
 
is considered adequate,
 
but adverse business
 
or economic conditions
 
are more
likely to impair this capacity.
A short-term
 
issuer
 
or obligation
 
rating
 
is based
 
in
 
all cases
 
on
 
the
 
short-term
 
vulnerability
 
to
 
default
 
of
the
 
rated
 
entity
 
and
 
relates
 
to
 
the
 
capacity
 
to
 
meet
 
financial
 
obligations
 
in
 
accordance
 
with
 
the
documentation
 
governing
 
the
 
relevant
 
obligation.
 
Short-term
 
deposit
 
ratings
 
may
 
be
 
adjusted
 
for
 
loss
severity.
 
Short-Term
 
Ratings
 
are assigned
 
to obligations
 
whose initial
 
maturity
 
is viewed
 
as “short
 
term”
based
 
on
 
market
 
convention
 
(a
 
long-term
 
rating
 
can
 
also
 
be
 
used
 
to
 
rate
 
an
 
issue
 
with
 
short
 
maturity).
Typically,
 
this means
 
up to
 
13 months
 
for corporate,
 
sovereign, and
 
structured
 
obligations and
 
up to
 
36
months
 
for
 
obligations
 
in
 
U.S.
 
public
 
finance
 
markets.
 
F1
 
(Highest
 
Short-Term
 
Credit
 
Quality)
 
Indicates
the
 
strongest
 
intrinsic
 
capacity
 
for
 
timely
 
payment
 
of
 
financial
 
commitments;
 
may
 
have
 
an
 
added
 
"+"
 
to
denote any exceptionally strong credit feature.
Outlooks
 
indicate
 
the
 
direction
 
a
 
rating
 
is
 
likely
 
to
 
move
 
over
 
a
 
one-
 
to
 
two-year
 
period.
 
They
 
reflect
financial or
 
other trends
 
that have
 
not yet
 
reached or
 
been sustained
 
the level
 
that would
 
cause a
 
rating
action, but which
 
may do so
 
if such trends
 
continue. A Positive
 
Rating Outlook indicates
 
an upward trend
on the
 
rating scale.
 
Conversely,
 
a Negative
 
Rating Outlook
 
signals
 
a negative
 
trend on
 
the rating
 
scale.
Positive or Negative
 
Rating Outlooks
 
do not imply
 
that a rating
 
change is inevitable,
 
and similarly,
 
ratings
with Stable Outlooks can be raised
 
or lowered without a prior revision
 
to the Outlook. Occasionally,
 
where
the fundamental
 
trend has
 
strong, conflicting
 
elements of
 
both positive
 
and negative,
 
the Rating
 
Outlook
may be described as “Evolving.”
Description of ratings, as disclosed by DBRS Morningstar
 
on its public website
The
 
DBRS
 
Morningstar
 
long-term
 
credit
 
ratings
 
provide
 
opinions
 
on
 
risk
 
of
 
default.
 
DBRS
 
Morningstar
considers
 
risk
 
of
 
default
 
to
 
be
 
the
 
risk
 
that
 
an
 
issuer
 
will
 
fail
 
to
 
satisfy
 
the
 
financial
 
obligations
 
in
accordance with
 
the terms
 
under which
 
a long-term
 
obligation has
 
been issued.
 
Credit ratings
 
are based
on quantitative and
 
qualitative considerations
 
relevant to the
 
issuer, and
 
the relative ranking
 
of claims. All
rating categories from AA to CCC contain the subcategories
 
(high) and (low). The absence of either a
(high) or (low) designation
 
indicates the credit rating
 
is in the middle
 
of the category.
 
A long-term rating of
'AA' is
 
of superior
 
credit quality.
 
The capacity
 
for the
 
payment of
 
financial obligations
 
is considered
 
high.
Credit
 
quality
 
differs
 
from
 
'AAA'
 
only
 
to
 
a
 
small
 
degree.
 
Unlikely
 
to
 
be
 
significantly
 
vulnerable
 
to
 
future
events.
 
A
 
long-term
 
rating
 
of
 
'A'
 
is
 
of
 
good
 
credit
 
quality.
 
The
 
capacity
 
for
 
the
 
payment
 
of
 
financial
obligations
 
is
 
substantial,
 
but
 
of
 
lesser
 
credit
 
quality
 
than
 
'AA'.
 
May
 
be
 
vulnerable
 
to
 
future
 
events,
 
but
qualifying negative factors are considered manageable.
The DBRS Morningstar
 
short-term debt rating
 
scale provides
 
an opinion on
 
the risk that
 
an issuer will
 
not
meet
 
its
 
short-term
 
financial
 
obligations
 
in
 
a
 
timely
 
manner.
 
Ratings
 
are
 
based
 
on
 
quantitative
 
and
qualitative
 
considerations
 
relevant
 
to
 
the
 
issuer
 
and
 
the
 
relative
 
ranking
 
of
 
claims.
 
The
 
'R-1'
 
and
 
'R-2'
rating
 
categories
 
are
 
further
 
denoted
 
by
 
the
 
subcategories
 
'(high)',
 
'(middle)',
 
and
 
'(low)'.
 
A
 
short-term
debt rating of 'R-1' '(high)' is the highest
 
credit quality.
 
The capacity for the payment of short-term
 
financial
obligations as they fall due is exceptionally high. Unlikely to be
 
adversely affected by future events.
The DBRS
 
Morningstar preferred
 
share rating
 
scale reflects
 
an opinion
 
on the
 
risk that
 
an issuer
 
will not
fulfil its obligations with respect
 
to both dividend and
 
principal commitments in respect
 
of preferred shares
issued in the Canadian
 
securities market in accordance
 
with the terms under
 
which the relevant preferred
shares have been issued.
 
Every DBRS Morningstar
 
rating using the preferred
 
share rating scale
 
is based
on quantitative
 
and qualitative
 
considerations relevant
 
to the
 
issuing entity.
 
Each rating
 
category may
 
be
denoted by the
 
subcategories 'high'
 
and 'low'. The
 
absence of either
 
a 'high' or 'low'
 
designation indicates
the rating
 
is
 
in
 
the
 
middle
 
of the
 
category.
 
Preferred
 
shares
 
issued
 
in
 
the
 
Canadian
 
securities
 
markets
are
 
rated
 
using
 
the
 
preferred
 
share
 
rating
 
scale
 
and
 
preferred
 
shares
 
issued
 
outside
 
of
 
the
 
Canadian
securities markets are rated using
 
the long-term obligations scale.
 
Because preferred share dividends
 
are
only payable
 
when approved,
 
the non-payment
 
of a
 
preferred share
 
dividend does
 
not necessarily
 
result
in a 'D'. DBRS Morningstar
 
may also use 'SD' (Selective
 
Default) in cases where
 
only some securities are
affected, such
 
as in
 
the case
 
of a
 
“distressed exchange”.
 
Preferred shares
 
rated 'Pfd-2'
 
are generally
 
of
good
 
credit
 
quality.
 
Protection
 
of
 
dividends
 
and
 
principal
 
is
 
still
 
substantial,
 
but
 
earnings,
 
the
 
balance
sheet
 
and
 
coverage
 
ratios
 
are
 
not
 
as
 
strong
 
as
 
'Pfd-1'
 
rated
 
companies.
 
Generally,
 
'Pfd-2'
 
ratings
correspond with issuers with an 'A' category or higher reference
 
point.
Appendix "C"
 
AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
OF THE TORONTO-DOMINION BANK
CHARTER
In this Charter, "Bank" means
 
The Toronto
 
-Dominion Bank on a consolidated basis.
 
Main Responsibilities:
●
 
overseeing reliable, accurate and clear financial reporting
 
to shareholders
●
 
overseeing the effectiveness of internal controls,
 
including internal control over financial reporting
●
 
recommending to the Board the appointment of the shareholders’
 
auditor for approval by the
shareholders and the compensation and terms of engagement
 
of the shareholders’ auditor for
approval by the Board
●
 
overseeing the work of the shareholders' auditor,
 
including requiring the shareholders' auditor to
report directly to the Committee
●
 
reviewing reports from the shareholders' auditor,
 
chief financial officer,
 
chief auditor, chief
compliance officer, and
 
chief anti-money laundering officer,
 
and evaluating the effectiveness and
independence of each
●
 
overseeing the establishment and maintenance of policies
 
and programs reasonably designed to
achieve and maintain the Bank's compliance with the laws
 
and regulations that apply to it
●
 
acting as the audit committee for certain subsidiaries of the
 
Bank that are federally regulated
financial institutions
Independence is Key:
●
 
the Committee is composed entirely of independent directors
●
 
the Committee meets without management present at
 
each Committee meeting
●
 
the Committee has the authority to engage independent advisors,
 
paid for by the Bank, to help it
make the best possible decisions on the financial reporting,
 
accounting policies and practices,
disclosure practices, compliance, and effectiveness
 
of internal controls of the Bank
Composition and Independence, Financial Literacy and
 
Authority
The Committee shall be composed of members of the Board of Directors
 
in such number as is
determined by the Board with regard to the by-laws of
 
the Bank, applicable laws, rules and regulations,
and any other relevant considerations, subject to a minimum
 
requirement of three directors.
No member of the Committee may be an officer
 
or retired officer of the Bank.
 
Every member of the
Committee shall be independent of the Bank within the meaning
 
of all applicable laws, rules and
regulations including those particularly applicable to audit committee
 
members and any other relevant
consideration as determined by the Board of Directors,
 
including the Bank's Director Independence
Policy.
 
No member of the Committee may serve on more than
 
three public company audit committees
(including the Bank) without the consent of the Corporate
 
Governance Committee and the Board.
The members of the Committee shall be appointed by the
 
Board and shall serve until their successor is
duly appointed, unless the member resigns, is removed,
 
or ceases to be a director.
 
A Chair will be
appointed by the Board upon recommendation of the
 
Corporate Governance Committee, failing which the
members of the Committee may designate a Chair by majority
 
vote.
 
The Committee may from time to
time delegate to its Chair certain powers or responsibilities
 
that the Committee itself may have hereunder,
and if the Chair exercises such powers and responsibilities,
 
the Chair shall report to the Committee with
respect to their actions.
In addition to the qualities set out in the Position Description for
 
Directors, all members of the Committee
should be financially literate or be willing and able to acquire
 
the necessary knowledge quickly.
 
Financially literate means the ability to read and understand
 
financial statements that present a breadth
and level of complexity of accounting issues that are generally comparable
 
to the breadth and complexity
of the issues that can reasonably be expected to be raised
 
by the Bank's financial statements.
 
At least
one member of the Committee shall have a background
 
in accounting or related financial management
experience which would include any experience or background
 
that results in the individual's financial
sophistication, including being or having been an auditor,
 
a chief executive officer,
 
chief financial officer or
other senior officer with financial oversight responsibilities.
In fulfilling the responsibilities set out in this Charter,
 
the Committee has the authority to conduct any
investigation it deems appropriate to, and access any officer,
 
employee or agent of the Bank for the
purpose of fulfilling its responsibilities, including the shareholders'
 
auditor.
 
The Committee may obtain advice and assistance from outside
 
legal, accounting or other advisors as the
Committee deems necessary to carry out its duties and
 
may retain and determine the compensation to be
paid by the Bank for such independent counsel or outside advisor
 
in its sole discretion without seeking
Board approval.
 
Committee members will enhance their familiarity with
 
financial, accounting and other areas relevant to
their responsibilities by participating in educational sessions
 
or other opportunities for development.
Meetings
The Committee shall meet at least four times annually,
 
or more frequently as circumstances dictate or as
the mandate requires.
 
The Committee shall meet with the shareholders'
 
auditor and management
quarterly to review the Bank's financial statements consistent with
 
the section entitled "Financial
Reporting" below.
 
The Committee shall dedicate a portion of each
 
of its regularly scheduled quarterly
meetings to meeting separately with each of the Chief
 
Executive Officer,
 
the Chief Financial Officer,
 
the
General Counsel, the Chief Auditor,
 
the Chief Risk Officer,
 
the Chief Compliance Officer,
 
the Chief Anti-
Money Laundering Officer,
 
and the shareholders' auditor and to meeting on its own
 
without members of
management or the shareholders' auditor present.
 
Any member of the Committee may make a request to
the Chair for a Committee meeting or any part thereof
 
to be held without management present. At each
Committee meeting, the Committee shall meet on its own without
 
members of management.
 
To
 
facilitate open communication between this Committee
 
and the Risk Committee, and where the Chair
of the Risk Committee is not a member of this Committee, the
 
Chair of the Risk Committee shall have a
standing invitation to attend each meeting of this Committee
 
at his or her discretion as a non-voting
observer and receive the materials for each such meeting. In
 
addition, this Committee shall meet with the
Risk Committee at least two times annually to discuss topics relevant
 
to both Committees.
 
The Committee may invite to its meetings any director,
 
member of management of the Bank or such other
persons as it deems appropriate in order to carry out its
 
responsibilities.
 
The Committee may also
exclude from its meetings any persons it deems appropriate
 
in order to carry out its responsibilities.
Specific Duties and Responsibilities
Financial Reporting
The Committee is responsible for the oversight of reliable,
 
accurate and clear financial reporting to
shareholders, including reviewing and discussing the
 
Bank's annual and interim consolidated financial
statements and management's discussion and analysis
 
("MD&A") and reviewing the shareholders' auditor
opinion on the annual financial statements and on the
 
Bank's internal control over financial reporting, prior
to approval by the Board and release to the public, and
 
reviewing, as appropriate, releases to the public
of significant material non-public financial information of the
 
Bank.
 
Such review of the financial reports of
the Bank shall include, when appropriate but at least annually,
 
discussion with management, the Internal
Audit Division and the shareholders' auditor of significant
 
issues regarding accounting principles,
practices, financial statement, and MD&A disclosures, including
 
non-GAAP and other financial measures
(e.g., Items of Note), and significant management estimates
 
and judgments.
The Committee reviews earnings news releases and satisfies
 
itself that adequate procedures are in place
for the review of the Bank's public disclosure of financial
 
information extracted or derived from the Bank's
financial statements, other than the public disclosure in the
 
Bank's annual and interim consolidated
financial statements and MD&A
 
and must periodically assess the adequacy of those
 
procedures.
Financial Reporting Process
The Committee supports the Board in its oversight of the
 
financial reporting process of the Bank including
by:
●
working with management, the shareholders' auditor and the Internal
 
Audit Division to review the
integrity of the Bank's financial reporting processes;
●
reviewing the process relating to and the certifications
 
of the Chief Executive Officer and the
Chief Financial Officer on the integrity of the Bank's
 
quarterly and annual consolidated financial
statements and such other periodic disclosure documents
 
required by regulators or that may be
required by law;
●
reviewing sustainability disclosures required to be included
 
in financial reporting, including any
such disclosures relating to climate-related matters;
●
considering the key accounting policies of the Bank and reviewing
 
in appropriate detail the basis
for significant estimates and judgments including but not
 
limited to actuarial reserves, allowances
for loan losses and other valuation allowances and discussing
 
such matters with management
and/or the shareholders' auditor;
●
keeping abreast of trends and best practices in financial reporting
 
including considering, as they
arise, topical issues and their application to the Bank;
●
reviewing with management and the shareholders' auditor significant
 
accounting principles and
policies and all critical accounting policies and practices
 
used and any significant audit
adjustments made;
●
considering and approving, if appropriate, substantive
 
changes to the Bank's accounting and
financial reporting policies as suggested by management, the
 
shareholders' auditor,
 
or the
Internal Audit Division;
 
●
establishing regular systems of reporting to the Committee
 
by each of management, the
shareholders' auditor and the Internal Audit Division regarding
 
any significant judgments made in
management's preparation of the financial statements and
 
any significant difficulties encountered
during the course of the review or audit, including any restrictions
 
on the scope of work or access
to required information; and
●
reviewing tax and tax planning matters that are material
 
to the financial statements.
The Committee's Role in the Financial Reporting Process
The Committee oversees the financial reporting process
 
at the Bank and reviews quarterly reporting
regarding the process undertaken by management. The
 
Committee approves the scope and terms of the
audit engagement and reviews the results of the review
 
by the shareholders' auditor.
 
The shareholders'
auditor is responsible for planning and carrying out, in accordance
 
with professional standards, an audit
of the Bank's annual financial statements and reviews
 
of the Bank's quarterly financial information.
 
Management is responsible for the Bank's financial reporting
 
process which includes the preparation,
presentation and integrity of the Bank's financial statements
 
and maintenance of appropriate accounting
and financial reporting principles and policies, and internal controls
 
and procedures designed to verify
compliance with accounting standards and applicable laws and
 
regulations.
 
Internal Controls
The shareholders' auditor is also responsible for planning
 
and carrying out, in accordance with
professional standards, an audit of the Bank's internal
 
control over financial reporting.
 
Management is
responsible for devising and maintaining effective
 
internal control over financial reporting and for its
assessment of the effectiveness of such internal
 
control.
 
The Committee is responsible for overseeing the internal control
 
framework and monitoring its
effectiveness including by:
●
reviewing management's reports related to the establishment
 
and maintenance of an adequate
and effective internal control system and processes
 
(including controls related to the prevention,
identification and detection of fraud) that are designed
 
to provide assurance in areas including
reporting (financial, operational and risk), efficiency
 
and effectiveness of operations and
safeguarding assets, monitoring compliance with laws, regulations
 
and guidance, and internal
policies, including compliance with section 404 of the
 
U.S. Sarbanes-Oxley Act and similar rules
of the Canadian Securities Administrators;
◾
as part of this review, the Committee
 
shall consider and discuss with
management whether any deficiencies identified may
 
be classified as a
significant deficiency or material weakness;
●
meeting with management, the Chief Auditor and the shareholders'
 
auditor to assess the
adequacy and effectiveness of the Bank's
 
internal controls, including internal control over
financial reporting and controls related to the prevention,
 
identification and detection of fraud;
●
overseeing the adequacy of governance structures and
 
control processes for all financial
instruments that are measured at fair value for financial reporting
 
purposes;
 
●
reviewing reports from the Risk Committee as considered
 
necessary or desirable with respect to
any issues relating to internal control policies and the effectiveness
 
of related procedures
considered by that Committee in the course of undertaking
 
its responsibilities; and
 
●
reviewing
 
reporting
 
by
 
the
 
Bank
 
to
 
its
 
shareholders
 
regarding
 
internal
 
control
 
over
 
financial
reporting.
Internal Audit Division
The Committee oversees the Internal Audit Division of
 
the Bank and any aspects of the internal audit
function that are outsourced to a third party.
 
The Committee satisfies itself that the Internal Audit Division
is sufficiently independent to perform its responsibilities.
 
In addition, the Committee:
●
discusses with the Chief Auditor and senior management
 
the authority,
 
roles and responsibilities
for the Internal Audit Division and, at least annually,
 
reviews and approves its charter and the
Chief Auditor's mandate and independence attestation;
●
reviews and discusses with the Chief Auditor internal audit
 
priorities and the annual audit plan
(including the risk assessment methodology) and approves
 
the audit plan and any significant
changes thereto and while satisfying itself that the plan is appropriate,
 
risk-based and addresses
all the relevant activities and significant risks over
 
a measurable cycle;
●
reviews and approves the annual financial budget, resource
 
plan and performance objectives,
and reviews significant updates;
●
reviews the Global Internal Audit Policy;
 
●
confirms the appointment and dismissal of the Chief Auditor;
 
●
annually conveys its view of the performance of the Chief
 
Auditor to the Chief Executive Officer
as input into the compensation approval process;
●
at least annually assesses the effectiveness and
 
operational adequacy of the Internal Audit
Division;
●
reviews the results of the independent quality assurance review
 
report on the Internal Audit
Division conducted on a five-year cycle, including information
 
on the qualifications and
independence of the assessor(s) and any potential conflict
 
of interest;
●
periodically reviewing the results of a benchmarking of
 
the Internal Audit Division conducted with
the assistance of an independent third party;
●
reviews and discuss regular reports prepared by the Chief
 
Auditor, including internal control
 
over
financial reporting and all other information outlined in regulatory
 
guidance, together with
management's response and follow-up on outstanding
 
findings, and proactively consider thematic
findings across the Bank;
●
provides a forum for the Chief Auditor to have unfettered
 
access to the Committee to raise any
non-conformance with the Audit Code of Ethics or the
 
standards of the Institute of Internal
Auditors that impacts the overall scope or operation of
 
the Internal Audit Division, organizational
or industry issues or issues with respect to the relationship
 
and interaction between the Internal
Audit Division, management, the shareholders' auditor and/or
 
regulators; and
●
oversees remediation of deficiencies identified by supervisory
 
authorities related to the Internal
Audit Division within an appropriate time frame and to review reports
 
on progress of necessary
corrective actions.
Oversight of Shareholders' Auditor
The Committee annually reviews and evaluates the performance,
 
qualifications, skills, resources (amount
and type), independence and professional skepticism
 
of the shareholders' auditor and recommend to the
Board for recommendation to the shareholders, the appointment
 
of the shareholders' auditor.
 
The
Committee be responsible for approving the auditor's remuneration
 
a satisfies itself that the level of audit
fees is commensurate with the scope of work to obtain
 
a quality audit.
 
The Committee also makes
recommendations to the Board for approval regarding, if appropriate,
 
termination of the shareholders'
auditor.
 
The shareholders' auditor shall be accountable to the Committee
 
and the entire Board, as
representatives of the shareholders, for its review of the
 
financial statements and controls of the Bank.
 
In
addition, the Committee:
●
reviews and approves the annual audit plans and engagement
 
letters of the shareholders' auditor
and satisfy itself that the plans are appropriate, risk-based
 
and address all the relevant activities
over a measurable cycle;
 
●
at least annually,
 
reviews the shareholders' auditor's processes
 
for assuring the quality of their
audit services including ensuring their independence and any
 
other matters that may affect the
audit firm's ability to serve as shareholders' auditor;
●
discusses those matters that are required to be communicated
 
by the shareholders' auditor to the
Committee in accordance with the standards established
 
by the Chartered Professional
Accountants of Canada and the Public Company Accounting
 
Oversight Board ("PCAOB") and the
requirements of the
Bank Act
(Canada) and of the Bank's regulators, including its
 
primary
regulator OSFI, as such matters are applicable to the
 
Bank from time to time;
 
●
reviews with the shareholders' auditor any issues that
 
may be brought forward by it, including any
audit problems or difficulties, such as restrictions
 
on its audit activities or access to requested
information, and management's responses;
●
requests management to take the necessary corrective
 
actions to address any findings and
recommendations of the shareholders' auditor in a timely manner;
 
●
reviews with the shareholders' auditor concerns, if any,
 
about the quality,
 
not just acceptability,
 
of
the Bank's accounting principles and policies as applied
 
in its financial reporting;
 
●
provides a forum for management and the internal and/or
 
shareholders' auditor to raise issues
regarding their relationship and interaction.
 
To
 
the extent disagreements regarding financial
reporting are not resolved, be responsible for the resolution of
 
such disagreements between
management and the internal and/or shareholders' auditor;
 
●
at least annually,
 
reviews and evaluates the qualifications, performance
 
and independence of the
lead, and other key senior partners of the shareholders'
 
auditor, monitor the rotation timing
 
and,
as required upon rotation of the lead and other key senior partners,
 
assess the qualifications of
the shareholders' auditor's proposed new lead and other key
 
senior partners and obtain
confirmation from the shareholders' auditor of compliance
 
with the requirements for the
qualifications for auditors pursuant to the
Bank Act
(Canada), and guidance by other applicable
regulators;
 
●
at least every five years, conducts a periodic comprehensive
 
review of the shareholders' auditor;
and
●
annually reviews and discusses the Canadian Public Accountability
 
Board's ("CPAB")
 
and
PCAOB's public reports with the shareholders' auditor
 
and, as necessary,
 
discuss any CPAB
and/or PCAOB findings specific to the inspection of the Bank's
 
audit.
Independence of Shareholders' Auditor
The Committee monitors and assesses the independence
 
of the shareholders' auditor through various
mechanisms, including by:
●
reviewing and approving (or recommending to the Board
 
for approval) the audit engagement
terms and fees and other legally permissible services
 
to be performed by the shareholders'
auditor for the Bank, with such approval to be given either
 
specifically or pursuant to pre-approval
procedures adopted by the Committee;
 
●
reviewing from the shareholders' auditor,
 
at least annually,
 
a formal written statement confirming
independence and delineating all relationships between the shareholders'
 
auditor and the Bank
consistent with the rules of professional conduct of the Canadian
 
provincial chartered
accountants' institutes or other regulatory bodies, as applicable;
●
reviewing and discussing with the Board and the shareholders'
 
auditor, annually and otherwise
 
as
necessary, any relationships
 
or services between the shareholders' auditor and the Bank
 
or any
factors that may impact the objectivity and independence of the
 
shareholders' auditor;
●
reviewing, approving and monitoring policies and procedures
 
for the employment of past or
present partners, or employees of the shareholders' auditor
 
as required by applicable laws; and
●
reviewing, approving and monitoring other policies and procedures
 
put in place to facilitate
auditor independence, such as the criteria for tendering the
 
shareholders' auditor contract and the
rotation of members of the audit engagement team, as
 
applicable.
Finance Department
The Committee oversees the Finance Department of the Bank,
 
including by:
●
reviewing and approving the mandate of the Finance Department
 
and the mandate of the Chief
Financial Officer at least annually;
●
reviewing and approving, at least annually,
 
the Finance Department strategic priorities, budget
and resource plan, including reviewing reports from management
 
on resource adequacy;
●
annually assessing the effectiveness of the Finance
 
Department;
 
●
periodically reviewing the results of a benchmarking of
 
the Finance Department conducted with
the assistance of an independent third party;
●
annually conveying its view of the performance of the Chief Financial
 
Officer to the Chief
Executive Officer as input into the compensation
 
approval process;
●
confirming the appointment and dismissal of the Chief
 
Financial Officer; and
●
providing a forum for the Chief Financial Officer
 
to have unfettered access to the Committee to
raise any financial reporting issues or issues with respect
 
to the relationship and interaction
among the Finance Department, management, the shareholders'
 
auditor and/or regulators.
 
Compliance
The Committee oversees the establishment and maintenance
 
of policies and programs reasonably
designed to achieve and maintain the Bank's compliance
 
with the laws and regulations that apply to it,
including by:
●
establishing and maintaining procedures in accordance with regulatory
 
requirements for the
receipt, retention and treatment of confidential, anonymous
 
submissions of concerns regarding
questionable accounting, internal accounting controls or
 
auditing matters, and reviewing reports
on such complaints and submissions as required under
 
the applicable policy; and
 
●
reviewing professional pronouncements and changes to
 
key regulatory requirements relating to
accounting rules to the extent they apply to the financial
 
reporting process of the Bank.
Global Compliance Department
 
The Committee shall oversee the Global Compliance Department
 
of the Bank and the execution of its
mandate and shall satisfy itself that the Global Compliance Department
 
is sufficiently independent to
perform its responsibilities.
 
In addition, the Committee
 
shall:
●
review and approve its annual plan, including its budget, resources
 
and strategic priorities, and
any significant changes to the annual plan;
●
annually review and approve the mandate of the Global
 
Compliance Department and the
mandate of the Chief Compliance Officer;
●
at least annually assess the effectiveness of the Global
 
Compliance Department;
●
periodically review the results of a benchmarking of the Global
 
Compliance Department
conducted with the assistance of an independent third party;
●
confirm the appointment and dismissal of the Chief Compliance
 
Officer;
●
annually convey its view of the performance of the Chief
 
Compliance Officer to the Chief
Executive Officer as input into the compensation
 
approval process;
●
review with management the Bank's compliance with applicable
 
regulatory requirements and the
Regulatory Compliance Management ("RCM") Program;
●
regularly review and discuss reports prepared by the Chief Compliance
 
Officer for the Committee,
including with regard to reports by regulators and supervisory
 
authorities related to the Global
Compliance Department, the Bank's RCM program or the Bank's
 
compliance with applicable laws
and regulations and follow-up on any outstanding issues
 
including proactive consideration of
whether deficiencies in one area may be present in other
 
areas;
 
●
at least annually review the assessment by the Chief Compliance
 
Officer on the adequacy of,
adherence to and effectiveness of the Bank's day-to-day
 
RCM controls, as well as the Opinion of
the Chief Compliance Officer as to whether the RCM
 
Program and controls are sufficiently robust
to achieve compliance with the applicable enterprise-wide
 
regulatory requirements; and
 
●
provide a forum for the Chief Compliance Officer
 
to have unfettered access to the Committee. to
raise any compliance issues or concerns with respect to
 
the relationship and interaction among
the Global Compliance Department, management and/or
 
regulators.
 
Financial Crime Risk Management ("FCRM"))
The Committee shall oversee and monitor the establishment,
 
maintenance and ongoing effectiveness of
the Anti-Money Laundering ("AML") / Anti-Terrorist
 
Financing ("ATF")
 
/ Economic Sanctions / Anti-Bribery
and Anti-Corruption Program ("FCRM Program") that is
 
designed so that the Bank is in compliance with
the laws and regulations that apply to it as well as its own policies,
 
including:
●
reviewing with management the Bank's compliance with
 
applicable regulatory requirements;
●
reviewing an annual report from the Chief Anti-Money Laundering
 
Officer regarding the
assessment of the effectiveness of the FCRM Program,
 
and following up with management on
the status of recommendations and suggestions, as appropriate;
 
and
 
●
reviewing the opinion of the Chief Auditor on the effectiveness
 
of the FCRM Program (including
the AML) every two years and following up with management on
 
the status of recommendations
and suggestions, as appropriate.
FCRM Department
The Committee shall oversee the FCRM Department of the Bank
 
and the execution of its mandate and
shall satisfy itself that the FCRM Department is sufficiently
 
independent to perform its responsibilities.
 
In
addition, the Committee shall:
●
review and approve the FCRM Department's annual plan,
 
including its budget, resources and
strategic priorities, and any significant changes to the annual
 
plan;
 
●
consider and approve the AML Program Framework, including
 
the Enterprise AML/ATF
 
and
Enterprise Sanctions policies;
●
at least annually assess the effectiveness of the FCRM
 
Department;
●
review the results of an independent effectiveness
 
review of the FCRM Program (including AML)
conducted periodically;
●
periodically review the results of a benchmarking of the FCRM
 
Department conducted with the
assistance of an independent third party;
●
annually review and approve the mandate of the FCRM
 
Department and the mandate of the Chief
Anti-Money Laundering Officer;
●
confirm the appointment and dismissal of the Chief Anti
 
-Money Laundering Officer;
●
annually convey its view of the performance of the Chief
 
Anti-Money Laundering Officer to the
Chief Executive Officer as input into the compensation
 
approval process;
●
regularly review and discuss reports prepared by the Chief Anti-Money
 
Laundering Officer for the
Committee, including with regard to reports by supervisory
 
authorities related to the FCRM
Program, on the Bank's compliance with applicable laws and regulations
 
and on the design and
operation of the FCRM Program, the adequacy of resources
 
(people, systems and budget), and
any recommendations thereto, and follow-up on any
 
outstanding issues including proactive
consideration of whether deficiencies in one area may
 
be present in other areas; and
●
provide a forum for the Chief Anti-Money Laundering
 
Officer to have unfettered access to the
Committee to raise any compliance issues or concerns
 
with respect to the relationship and
interaction among the FCRM Department, management and/or
 
regulators.
General
The Committee shall have the following additional general duties
 
and responsibilities:
●
acting as the audit committee for certain Canadian subsidiaries
 
of the Bank that are federally-
regulated financial institutions, including meeting on an
 
annual basis, without management
present, with the appointed actuaries of the applicable
 
subsidiaries of the Bank that are federally-
regulated financial institutions;
●
reviewing with the Bank's General Counsel any legal matter
 
arising from litigation, asserted
claims or regulatory non-compliance that could have a
 
material impact on the Bank's financial
condition and provide a forum for the General Counsel to
 
have unfettered access to the
Committee to raise any legal issues;
●
provide a forum for the Chief Risk Officer to have
 
unfettered access to the Committee to raise any
compliance issues;
●
performing such other functions and tasks as may be
 
mandated by regulatory requirements
applicable to audit committees or delegated by the Board;
●
conducting an annual evaluation of the Committee to
 
assess its contribution and effectiveness in
fulfilling its mandate;
●
review and assess the adequacy of this Charter at least
 
annually and submit this Charter to the
Corporate Governance Committee for review and recommendation
 
to the Board for approval;
noting that changes considered administrative by the
 
Chair of the Committee and the Board Chair
can be reviewed and approved by the Corporate Governance
 
Committee throughout the year and
aggregated once per year for review and concurrence
 
by the Board;
●
maintaining minutes or other records of meetings and activities of
 
the Committee; and
●
the Committee Chair will report to the Board on recommendations
 
and material matters arising at
Committee meetings and any significant matters that arise
 
between Board meetings and shall
report as required to the Risk Committee on issues of relevance
 
to it.
 
Posted: December 2024