EX-99.1 2 ex991.htm EX-99.1
- 1 -
The Toronto
-Dominion
Bank
ANNUAL INFORMATION
FORM
December 3, 2025
- 2 -
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,
2025
(the
"2025
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 2025
MD&A
CORPORATE STRUCTURE
Name, Address and Incorporation
4
-
-
Intercorporate Relationships
4
-
-
GENERAL DEVELOPMENT OF THE BUSINESS
Three Year History
4
-
5-11, 19-35
DESCRIPTION OF THE BUSINESS
Review of Business, including Foreign Operations
5
11-15
5-8, 19-35
Competition
-
-
21, 25, 29, 32, 63
Intangible Properties
-
24, 28, 64-65
-
Average Number of Employees
5
-
-
Lending
-
-
38-46, 72-77
TD's Approach to Sustainability
5
-
100-101
Risk Factors
5
-
56-101
DIVIDENDS
Dividends per Share for the Bank (October 31st
year-end)
6
-
-
Dividend Restrictions
7
71
50-51
CAPITAL STRUCTURE
Common Shares
8
69-72
53
Preferred Shares
8
69-72
53
Limited Recourse Capital Notes
9
69-72
53
Perpetual Notes
9
Constraints
10
-
-
Ratings
11
-
90
MARKET FOR SECURITIES OF THE BANK
Market Listings
13
-
-
Trading Price and Volume
13
-
-
Prior Sales
14
-
-
ESCROWED SECURITIES AND SECURITIES SUBJECT TO
CONTRACTUAL RESTRICTIONS ON TRANSFER
14
-
-
DIRECTORS AND EXECUTIVE OFFICERS
Directors and Board Committees of the Bank
15
-
-
Audit Committee
19
-
-
Additional Information Regarding the Audit Committee
and
External 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 External Auditor Service Fees
25
-
-
LEGAL PROCEEDINGS AND REGULATORY ACTIONS
26
85-86
-
INTEREST OF MANAGEMENT AND OTHERS IN
MATERIAL TRANSACTIONS
26
89
-
TRANSFER AGENTS AND REGISTRARS
Transfer Agent
26
-
-
Co-transfer Agent and Registrar
26
-
-
INTERESTS OF EXPERTS
26
-
-
ADDITIONAL INFORMATION
27
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, 2025.
- 3 -
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 (2025 MD&A)
in the Bank’s
2025
Annual
Report
under
the
heading
“Economic
Summary
and
Outlook”,
under
the
headings
“Key
Priorities for 2026”
and “Operating Environment
and Outlook” for the
Canadian Personal and
Commercial
Banking, U.S. Retail, Wealth Management and Insurance, and Wholesale
Banking segments, and in other
statements regarding
the Bank’s
objectives and
priorities for
2026 and
beyond and
strategies to
achieve
them,
the
regulatory
environment
in
which
the
Bank
operates,
targets
and
commitments,
the
Bank’s
anticipated
financial
performance
and
the
outlook
for
the
Bank’s
operations
or
the
Canadian,
U.S.
and
global economies.
Forward-looking
statements
are
typically
identified
by
words
such
as
“will”,
“would”,
“should”,
"suggest",
"seek",
“believe”,
“expect”,
“anticipate”,
“intend”,
"ambition",
“strive”,
“confident”,
“estimate”,
“forecast”,
“outlook”, “plan”, “goal”, “commit”
“target”, “"objective", "timeline",
possible”, “potential”, “predict”,
“project”,
"foresee",
“may”,
and
“could”
and
similar
expressions
or
variations
thereof,
or
the
negative
thereof,
but
these terms are
not the exclusive
means of identifying
such statements. 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,
predictions,
forecasts,
projections,
estimates,
targets,
or
intentions
expressed in the forward-looking statements.
Examples of such risk factors
include: general business and
economic conditions in the regions in which
the Bank operates; geopolitical risk (including policy, trade and
tax-related risks
and the potential
impact of any
new or
elevated tariffs
or any retaliatory
tariffs); inflation,
interest
rates
and
recession
uncertainty;
risks
associated
with
the
remediation
of
the
Bank's
U.S.
Bank
Secrecy
Act
(BSA)/anti-money
laundering
(AML)
program
and
Enterprise
AML
program;
regulatory
oversight and compliance risk;
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; risks
associated with the insured
deposit
account agreement
between the Bank
and The
Charles Schwab
Corporation; 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; external
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
consumer protection
laws
and
regulations,
tax
laws,
capital
guidelines
and
liquidity
regulatory
guidance;
environmental
and
social risk
(including climate-related
risk); exposure
related to
litigation and
regulatory matters;
increased
competition from incumbents and new
entrants (including Fintechs and
big technology competitors); shifts
in consumer attitudes
and disruptive technology;
ability of the
Bank to
attract, develop, and
retain key talent;
changes
in
foreign
exchange
rates,
interest
rates,
credit
spreads,
equity
prices
and
commodity
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; and
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
- 4 -
also adversely
affect
the Bank’s
results. For
more detailed
information, please
refer to
the “Risk
Factors
that May
Affect
Future Results”
section
of the
2025
MD&A,
and
the sections
related
to 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,
compliance,
financial
crime,
reputational,
environmental
and social
risk
in the
"Managing
Risk"
section of
the
2025
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 headings
“Significant
Events” or
“Update
on the
Remediation of
the
U.S. Bank Secrecy Act (BSA)/Anti-Money Laundering (AML) Program and Enterprise AML Program” 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 2025 MD&A under the headings “Economic Summary and Outlook” and “Significant Events”,
under the
headings “Key
Priorities for
2026” and
“Operating Environment
and Outlook”
for the
Canadian
Personal
and
Commercial
Banking,
U.S.
Retail,
Wealth
Management
and
Insurance,
and
Wholesale
Banking segments,
each as
may be
updated in
subsequently
filed quarterly
reports
to shareholders
and
news releases
(as applicable).
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
Prior to
October 6,
2022, the
Bank was
a major
shareholder of
TD Ameritrade
Holding Corporation
("TD
Ameritrade"). On October 6,
2020, The Charles Schwab
Corporation ("Schwab") completed
its acquisition
of
TD
Ameritrade
(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%.
On
February
12,
2025,
the
Bank
sold
its
remaining
10.1%
ownership interest
in Schwab
through a registered
offering and
a repurchase
by Schwab,
resulting in
the
- 5 -
termination of the stockholder agreement between the Bank and Schwab. The Bank and Schwab continue
to have a relationship through
the amended and restated
insured deposit account agreement
entered into
on May 4, 2023, which has an initial expiration date of
July 1, 2034.
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 and Anti-Money
Laundering compliance programs.
Details of the resolution
are set out under
the heading
“Update on
the Remediation
of the
U.S. Bank
Secrecy Act/Anti-Money
Laundering Program
and Enterprise AML Program” on pages
5 to 7 of the 2025 MD&A,
which is incorporated by reference
and
available on the Bank’s issuer profile on SEDAR+
at www.sedarplus.com.
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 28.1 million clients 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.,
and
TD
Wealth
(U.S.);
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 North
America's leading
digital banks, with more
than 13 million mobile
active users in
Canada and the U.S.
TD had $2.1 trillion
in
assets on
October
31, 2025.
The Toronto
-Dominion
Bank trades
under the
symbol "TD"
on the
Toronto
Stock Exchange and New York
Stock Exchange.
Descriptions of TD’s significant
business segments and related
information are provided on
pages 11
and
19 to 35 of the 2025 MD&A, which are incorporated by
reference.
Average Number of Employees
TD had an average of 102,218 full-time equivalent employees
for fiscal 2025.
TD’s Approach to Sustainability
The Bank publishes
a Sustainability Report outlining
the Bank's approach to
managing sustainability topics,
to
position
TD
to
meet
future
challenges
by
driving
resilience
and
long-term
success
for
our
business,
clients, colleagues, and
communities. TD's
Sustainability Strategy is
focused on protecting
the Bank from
risk, adapting
Bank processes
and capabilities,
and growing
the Bank
to capture
new opportunities.
This
report and other
related information
are available
on the Bank's
website. Additional
information about
the
Bank's
approach
to
managing
sustainability
risks,
including
climate-related
risks
can
be
found
under
"Environmental
and
Social
Risk”
on
pages
100
to
101
of
the
2025
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
56
to
101
of
the
2025
MD&A,
which
is
incorporated by reference.
- 6 -
DIVIDENDS
1
Dividends per Share for the Bank (October 31st year-end)
Type of Shares
2025
2024
2023
Common Shares
$4.20
$4.08
$3.84
Class A First Preferred Shares (Non-Viability
Contingent Capital)
2
Series 1
3
$1.24
$1.24
$0.92
Series 3
4
-
-
$0.92
Series 5
5
-
$0.97
$0.97
Series 7
6
-
$0.80
$0.80
Series 9
7
$0.81
$0.81
$0.81
Series 16
$1.58
$1.58
$1.58
Series 18
8
$1.44
$1.44
$1.31
Series 20
9
-
-
$1.19
Series 22
910
-
-
$1.30
Series 24
11
-
-
$1.28
Series 26
12, 19
-
-
-
Series 27
13
$57.50
$57.50
$57.50
Series 28
13
$72.32
$72.32
$72.32
Series 29
14, 19
-
-
-
Series 30
15, 19
-
-
-
Series 31
16, 19
-
-
-
Series 32
17, 19
-
-
-
Series 33
18, 19
-
-
-
Notes:
1
Except as noted, dividends are payable quarterly
on last day of January, April, July and October in each year.
2
Except as
noted, dividends
are payable
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.
3
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%.
4
On July
31, 2024,
the Bank
redeemed all
of its
20,000,000 outstanding
Non-Cumulative Class
A First
Preferred Shares,
Series 3 (NVCC).
5
On January 31, 2025, the Bank redeemed
all of its 20,000,000 outstanding Non-Cumulative
Class A First Preferred Shares,
Series 5 (NVCC).
6
On July
31, 2025,
the Bank
redeemed all
of its
14,000,000 outstanding
Non-Cumulative Class
A First
Preferred Shares,
Series 7 (NVCC).
7
On October 31, 2025, the Bank redeemed
all of its 8,000,000 outstanding Non-Cumulative Class A
First Preferred Shares,
Series 9 (NVCC).
8
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
- 7 -
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%.
9
On October 31, 2023, the Bank redeemed
all of its 16,000,000 outstanding Non-Cumulative
Class A First Preferred Shares,
Series 20 (NVCC).
10
On April
30, 2024,
the Bank
redeemed all
of its
14,000,000 outstanding Non-Cumulative
Class A
First Preferred
Shares,
Series 22 (NVCC).
11
On July
31, 2024,
the Bank
redeemed all
of its
18,000,000 outstanding
Non-Cumulative Class
A First
Preferred Shares,
Series 24 (NVCC)
12
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.
13
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.
14
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.
15
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.
16
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.
17
The Class
A First Preferred
Shares, Series 32
(NVCC) (the "Series
32 Shares") were
issued on December
16, 2024 to
a
limited recourse trust, in connection with the issuance
of limited recourse capital notes.
18
The Class A
First Preferred Shares, Series
33 (NVCC) (the
"Series 33 Shares")
were issued on
September 19, 2025 to
a
limited recourse trust, in connection with the issuance
of limited recourse capital notes.
19
Until revoked, the trustee of
the Limited Recourse Trust
has waived its right to
receive any and all dividends
on the Series
26 Shares,
the Series 29
Shares, the
Series 30 Shares,
the Series 31
Shares, the Series
32 Shares and
the Series 33
Shares
(collectively,
the "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 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 the Office of
the Superintendent
of Financial
Institutions (Canada)
("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 47
to 54 of the 2025 MD&A and Notes 18 and
19 of the 2025 Annual Financial Statements.
The Bank incorporates those pages and Notes by reference.
In accordance with capital
adequacy requirements adopted
by 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.
- 8 -
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.
- 9 -
Rights on Liquidation
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,
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 series
of 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.
- 10 -
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, His
Majesty in right of Canada
or of a province or any
agent or agency of His
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 His
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 His
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
- 11 -
in any significant way by His 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
87
of
the
2025
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 65 of the MD&A.
As at October 31, 2025, TD had the following solicited ratings from
the rating agencies listed below:
Rating
Rank*
Moody's Investor Service
Legacy Senior Debt
1
Aa2
3 of 21
Senior Debt
2
A2
6 of 21
Short Term
Debt (Deposits)
P-1
1 of 4
Legacy
Subordinated
Debt
(non-
NVCC
3
)
A3
7 of 21
Tier 2 Subordinated Debt (NVCC
3
)
A3 (hyb)
7 of 21
AT1 Perpetual Debt (NVCC
3
)
Baa2 (hyb)
9 of 21
Limited
Recourse
Capital
Notes
(NVCC
3
)
Baa2 (hyb)
9 of 21
Preferred Shares (NVCC
3
)
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 (Deposits)
A-1
2 of 8
Legacy
Subordinated
Debt
(non-
NVCC
3
)
A-
7 of 22
Tier 2 Subordinated Debt (NVCC
3
)
BBB+
8 of 22
AT1 Perpetual Debt (NVCC
3
)
BBB-
10 of 22
Limited
Recourse
Capital
Notes
(NVCC
3
)
BBB-
10 of 22
Preferred Shares (NVCC
3
)
BBB-
10 of 22
Outlook
Stable
- 12 -
Rating
Rank*
Fitch
Legacy Senior Debt
1
AA
3 of 23
Senior Debt
2
AA-
4 of 23
Short Term
Debt (Deposits)
F1+
1 of 8
Legacy
Subordinated
Debt
(non-
NVCC
3
)
A
6 of 23
Tier 2 Subordinated Debt (NVCC
3
)
A
6 of 23
AT1 Perpetual Debt (NVCC
3
)
BBB+
8 of 23
Limited
Recourse
Capital
Notes
(NVCC
3
)
BBB+
8 of 23
Preferred Shares (NVCC
3
)
BBB+
8 of 23
Outlook
Negative
Rating
Rank*
DBRS Morningstar
Legacy Senior Debt
1
AA
3 of 23
Senior Debt
2
AA (low)
4 of 23
Short Term
Debt (Deposits)
R-1 (high)
1 of 11
Legacy
Subordinated
Debt
(non-
NVCC
3
)
A (high)
5 of 23
Tier 2 Subordinated Debt (NVCC
3
)
A (low)
7 of 23
AT1 Perpetual Debt (NVCC
3
)
–
–
Limited
Recourse
Capital
Notes
(NVCC
3
)
BBB (high)
8 of 23
Preferred Shares (NVCC
3
)
Pfd-2
5 of 17
Outlook
Stable
* 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.
3.
Non-Viability Contingent Capital.
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
- 13 -
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, 2025
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 (NYSE) 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
Class
A
First
Preferred
Shares,
Series 32
(NVCC), the Class
A First
Preferred Shares, Series
33 (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 are
set out
in
the tables below:
COMMON SHARES
Nov.
2024
Dec.
2024
Jan.
2025
Feb.
2025
Mar.
2025
Apr.
2025
May
2025
Jun.
2025
Jul.
2025
Aug.
2025
Sept.
2025
Oct.
2025
High ($)
Low ($)
Vol.('000)
73.92
73.23
4,837
75.87
74.61
9,912
73.49
72.88
18,507
80.66
76.43
12,187
84.43
83.09
5,090
83.71
81.95
16,865
86.81
85.65
4,321
93.22
92.65
3,317
99.46
98.65
11,011
99.37
98.58
5,710
101.92
100.90
3,117
111.55
110.28
8,010
- 14 -
PREFERRED SHARES
Nov.
2024
Dec.
2024
Jan.
2025
Feb.
2025
Mar.
2025
Apr.
2025
May
2025
Jun.
2025
Jul.
2025
Aug.
2025
Sept.
2025
Oct.
2025
Series 1
High ($)
Low ($)
Vol.('000)
21.78
21.65
8
21.86
21.81
37
22.28
22.28
-
23.63
23.33
86
23.92
23.88
25
23.66
23.63
1
23.21
23.16
7
23.51
23.37
134
23.78
23.65
8
24.54
24.45
4
24.70
24.61
17
24.84
24.79
11
Series 5
High ($)
Low ($)
Vol.('000)
22.96
22.89
3
23.97
23.83
9
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Series 7
High ($)
Low ($)
Vol.('000)
23.51
23.50
1
23.68
23.68
-
24.16
24.15
27
24.03
23.80
15
24.36
24.30
2
24.43
24.35
2
24.54
24.50
2
24.74
24.71
1
24.95
24.93
13
-
-
-
-
-
-
-
-
-
Series 9
High ($)
Low ($)
Vol.('000)
23.24
23.08
4
23.47
23.46
2
-
-
-
23.91
23.57
7
24.00
24.00
-
24.05
24.01
5
24.41
24.25
45
24.38
24.37
1
24.73
24.69
5
24.80
24.67
8
24.87
24.82
35
24.95
24.95
97
Series 16
High ($)
Low ($)
Vol.('000)
24.23
24.16
2
24.33
24.25
10
-
-
-
24.82
24.13
17
24.68
24.65
1
-
-
-
24.82
24.75
3
25.19
25.10
24
25.91
25.86
2
25.95
25.80
4
25.68
25.52
2
25.77
25.67
3
Series 18
High ($)
Low ($)
Vol.('000)
23.63
23.49
12
23.81
23.74
4
24.00
23.81
7
24.34
24.00
10
24.49
24.39
2
-
-
-
24.63
24.50
4
24.79
24.79
1
25.05
25.03
1
25.25
25.21
-
25.15
25.12
4
25.55
25.41
9
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 32 (NVCC)
$1,000
750,000
December
16,
2024
Class A First Preferred Shares,
Series 33 (NVCC)
US$1,000
750,000
September
19,
2025
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,
2025, 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.
- 15 -
Securities Subject to Contractual Restriction on Transfer
as at October 31, 2025
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%
Class A First Preferred
Shares, Series 32 (NVCC)
750,000
100%
Class A First Preferred
Shares, Series 33 (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
3, 2025,
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
Ana Arsov
Corporate Director, and former
Global Co-Head of Financial
Institutions and Global Head of Private Credit, Moody’s
Ratings
Greenwich, CT,
USA
April 2025
Cherie L. Brant
Partner, Borden Ladner Gervais
LLP
Tyendinaga Mohawk Territory,
Ontario, Canada
August 2021
Raymond C. Chun
Group President and Chief Executive Officer
The Toronto
-Dominion Bank
Oakville, Ontario, Canada
November 2024
Elio R. Luongo
Corporate Director, and former
Chief Executive Officer and Senior Partner,
KPMG Canada
Burnaby, BC, Canada
April 2025
- 16 -
John B. MacIntyre
Board Chair, The Toronto
-Dominion Bank
Corporate Director, and
Partner Emeritus, Birch Hill Equity Partners
Toronto,
Ontario, Canada
August 2023
Keith G. Martell
Corporate Director, and former
President & Chief Executive Officer,
First Nations Bank of Canada
Eagle Ridge, Saskatchewan, Canada
August 2023
Nathalie M. Palladitcheff
Corporate Director, and former
Chief Executive Officer,
Ivanhoé Cambridge
Montreal, Quebec, Canada
April 2025
Frank J. Pearn
Corporate Director and Former Global Chief Compliance
Officer, JPMorgan
Chase & Co.
Naples, FL, USA
August 2025
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, NC, USA
August 2022
Paul C. Wirth
Corporate Director, and former
Deputy Chief Financial Officer,
and Global
Controller and Chief Accounting Officer,
Morgan Stanley
New Vernon, NJ, USA
April 2025
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
Executive Officer on
February 1, 2025, Mr.
Chun was Chief
Operating Officer,
TD Bank
Group from
November 1,
2024 to
January 31,
2025, 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.
Ms. Arsov was the Managing Director of Moody's Investor
Service/Moody's Ratings until February 2025.
Mr.
MacIntyre was
a Partner
at Birch
Hill Equity
Partners prior
to December
1, 2024.
Mr.
MacIntyre has
also been a Director of Park Lawn Corporation since August 9,
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.
- 17 -
Mr. Luongo was the Chief
Executive Officer and Senior Partner of KPMG LLP
until September 2024.
Ms. Palladitcheff was the Chief Executive Officer
of Ivanhoe Cambridge until April 2024.
Mr.
Pearn was
Chief Compliance
Officer of
JP Morgan
Chase until
April 2023,
and was
a Consultant
for
Francis J. Pearn LLC until January 2025.
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.
Mr. Wirth was Deputy Chief
Financial Officer of Morgan Stanley until December
2020.
Each director will hold office until the next annual meeting of shareholders of the Bank, which is scheduled
for April 16,
2026. 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 3, 2025 and each Committee’s key responsibilities.
Committee
Members
Key Responsibilities
Corporate
Governance
Committee
Cherie L. Brant (Chair)
John B. MacIntyre
Nathalie M.
Palladitcheff
Nancy G. Tower
Mary A. Winston
Responsible 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 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; and
●
Oversee the evaluation
of the
Board and its
Committees.
- 18 -
Human
Resources
Committee
Ayman Antoun (Chair)
John B. MacIntyre
Nathalie M.
Palladitcheff
Frank J. Pearn
Ajay K. Virmani
Responsible
for the
CEO’s
performance
evaluation,
and
CEO
and
senior
officer
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
its
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
Keith G. Martell (Chair)
Ana Arsov
Cherie L. Brant
Elio R. Luongo
Frank J. Pearn
Paul C. Wirth
Overseeing management of the Bank's risk profile:
●
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 risks as set out in the ERF;
●
Review the Bank’s
risk profile and
performance against its
Risk Appetite; and
●
Provide
a
forum
for
a
comprehensive
analysis
of
an
enterprise view of risk including
consideration of trends,
and current and emerging risks.
- 19 -
Audit
Committee
Nancy G. Tower*
(Chair)
Elio R. Luongo*
Nathalie M.
Palladitcheff*
S. Jane Rowe*
Mary A. Winston*
Paul C. Wirth*
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 external
auditor to
be put
forward
for
approval
by
the
shareholders
and
the
compensation and
terms
of engagement
of the
external
auditor for approval by the Board;
●
Oversee
the
work
of
the
external
auditor,
including
requiring
the
external
auditor
to
report
directly
to
the
Committee;
●
Review
reports
from
the
external
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.
Remediation
Committee
(Ad Hoc)
S. Jane Rowe (Chair)
Ana Arsov
Keith G. Martell
Frank J. Pearn
Nancy G. Tower
Overseeing the Bank's compliance with the
requirements of certain regulatory enforcement-related
orders and agreements, on an Enterprise-wide basis:
●
Receive regular reports from management detailing the
form and manner of all actions taken by the
management across the first, second, and third lines
of
defense, in response to the enforcement-related
requirements and commitments.
●
Review and assess whether the remediation teams have
sufficient financial and managerial resources,
processes, personnel, technology,
and control systems
to implement and sustain the remediation activities
necessary to address the enforcement-related
requirements.
●
Oversee and challenge, through management reports to
the Committee, the timely progress, implementation and
sustainability
of
required
remediation
activities,
as
well
as the transition to
business-as-usual from an enterprise
perspective,
including
oversight
of
the
sustainable
implementation
of
transformation
initiatives
and
improvements
in
each
applicable
business
and
corporate segment.
*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
- 20 -
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),
Elio
R.
Luongo, Nathalie M. Palladitcheff, S. Jane Rowe, Mary A.
Winston,
and Paul C. Wirth. 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.
Luongo
and
Wirth,
and
Mses.
Palladitcheff,
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:
Elio R.
Luongo
is a
Corporate
Director.
He
is the
former
Chief
Executive Officer
and
Senior Partner
of
KPMG
Canada.
Mr.
Luongo
holds
a
Bachelor
of
Business
Administration,
Economics
and
an
honorary
Doctor
of
Laws
degree
from
Simon
Fraser
University
in
Burnaby,
British
Columbia.
He
is
a
Chartered
Professional Accountant and has been recognized
for his distinguished service as a Fellow of
the Institute
of Chartered
Professional Accountants. Mr. Luongo
is one
of the
Bank’s Audit Committee
Financial Experts.
Nathalie
M. Palladitcheff
is a
Corporate
Director.
She
is the
former
Chief
Executive
Officer
of Ivanhoé
Cambridge,
the
real
estate
subsidiary
of Caisse
de dépôt
et placement
du
Québec
(CDPQ),
and
was
a
member
of the
CDPQ
executive
and
investment
committees.
She
is a
member
of the
board
of Canada
Steamship Lines (CSL) (non-public company), Mission
Committee Chair of FREY,
and her previous board
memberships include Credit Agricole Corporate and Investment Bank from 2013 to 2015. Ms. Palladitcheff
is a graduate of the Burgundy School of
Business and holds a Diplôme d’Études
Supérieures Comptables
et Financières (DESCF). Ms. Palladitcheff 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.
- 21 -
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
Committee of
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.
Paul C.
Wirth
is a
Corporate Director. He is
the former Deputy
Chief Financial Officer, and
Global Controller
and Chief Accounting
Officer of
Morgan Stanley.
Prior to his
15-year career at
Morgan Stanley,
Mr. Wirth
also served as
National Managing
Partner — Banking
and Finance Practice
for Deloitte &
Touche
LLP in
the U.S. He holds
a Bachelor of Science in
Accounting from St. John’s University in
Queens, New York and
is a Certified Public Accountant. Mr.
Wirth is one of the Bank’s Audit Committee Financial
Experts.
Additional Information Regarding the Audit Committee
and External Auditor
The Audit
Committee oversees the
financial reporting process
at the
Bank, including
the work
of the
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
external
auditor.
The
Audit
Committee
assesses
the
performance
and
qualification
of
the
external
auditor
and
submits
its
recommendation
for
appointment,
or
reappointment,
to
the
Board
for
recommendation to the shareholders. The external
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
external
auditor,
including
the
lead
partner,
in
order
to
support
the
Board in reaching
its recommendation
to appoint
the external 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
external
auditor.
In
the
evaluation,
the
Audit
Committee considers
the nature
and extent
of communications
received from
the external
auditor during
the year, the responses
from management and the Audit
Committee to an annual questionnaire regarding
the performance of, and interactions with, the external auditor.
EY was
appointed
as the
external
auditor
for
the
year
ended October
31,
2025, in
accordance
with
the
Bank Act and the recommendation
by the Audit Committee and
has been the Bank’s
sole external auditor
beginning with the year ended October 31, 2006. Prior to 2006,
EY acted as joint auditors of the Bank.
- 22 -
Executive Officers of the Bank
As at December 3, 2025, 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
Senior Executive Vice President and Chief Human
Resources Officer
Toronto,
Ontario,
Canada
Raymond Chun
Group President and Chief Executive Officer,
TD
Bank Group
Oakville, Ontario,
Canada
Paul Clark
Senior Executive Vice President, Wealth
Management
Toronto,
Ontario,
Canada
Simon Fish
Senior Executive Vice President and General
Counsel
Toronto,
Ontario,
Canada
Barbara Hooper
Group Head, Canadian Business Banking, TD Bank
Group
Etobicoke,
Ontario, Canada
Sona Mehta
Group Head, Canadian Personal Banking, TD Bank
Group
Brampton,
Ontario, Canada
Michelle Myers
Senior Vice President and Chief Auditor
Toronto,
Ontario,
Canada
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.
Vlad Shpilsky
Senior Executive Vice President, Global Technology
and Solutions
Short Hills, New
Jersey, U.S.A.
Taylan
Turan
Senior Executive Vice President and Chief
Operating Officer
Toronto,
Ontario,
Canada
Kelvin Tran
Group Head and Chief Financial Officer,
TD Bank
Group
Markham,
Ontario, Canada
Tim Wiggan
Group Head, Wholesale Banking, TD Bank Group
and President and CEO of TD Securities
Toronto,
Ontario,
Canada
Except as disclosed
below,
all executive officers
have had the
same principal occupation
for the past
five
years.
Prior to commencing
his current role
as Group Head
and Chief Risk
Officer,
TD Bank Group
on February
1, 2018, Mr. Bambawale
was Executive Vice President, TD
Bank Group, and Chief Risk Officer,
TD Bank,
America's Most Convenient Bank® from September 18,
2014 to January 31, 2018.
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 Group President and Chief Executive Officer
,
TD Bank Group , Mr
Chun was
the Chief
Operating Officer,
TD Bank
Group from
November 1,
2024 to
February 1,
2025, 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.
- 23 -
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.
Mr. Fish
joined TD
Bank Group
on September
15, 2025
as Senior Executive
Vice President
and General
Counsel.
Previously, Mr. Fish served as
a Board
member of
SSR Mining
Inc. from
2023 to
2025, as
General
Counsel
Emeritus
&
Chair,
BMO
Climate
Institute
of
BMO
Financial
Group
from
2021
to
2023,
and
as
Executive-Vice President and General Counsel
of BMO Financial Group from 2008 to 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 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
Vice
President
and
Chief
Auditor
on
December
9,
2024,
Ms.
Myers
was
the
Senior
Vice
President,
Controller
and
Chief
Accountant
from
December
1,
2023
to
December 8, 2024, and
Vice President, Finance,
and Deputy to the
Controller and Chief Accountant
from
September 1, 2022 to November 30, 2023.
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
Senior Executive Vice President, Global Technology and Solutions
on January 31, 2025, Mr. Shpilsky was the Executive Vice President and
US Chief Information Officer from
October 28, 2024 to January 30, 2025.
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.
Mr.
Turan
joined TD
Bank Group
on September
29, 2025
as Senior
Executive Vice
President and
Chief
Operating Officer.
Prior to starting his current role, Mr.
Turan held several roles
at HSBC. He was Head of
Integration, International Wealth
and Premier Banking from
January 2025 to July
31, 2025.
He was Chief
Executive
Officer,
Retail
Banking,
Wealth
and
Personal
Banking
from
April
2024
to
January
2025,
and
Group General Manager
of Global Head
of Retail Banking
and Strategy from
September 2020 to
May 2024.
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.
- 24 -
Shareholdings of Directors and Executive Officers
To
the knowledge of the Bank, as
at October 31, 2025, 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
440,167
of
the
Bank’s
common
shares,
representing
approximately
0.03
%
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
3, 2025,
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.
From August 2008 to January 2017, 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 (Canada).
RHB and
2180811 were majority
owned by Birch Hill Equity Partners, where Mr.
MacIntyre is ‘Partner Emeritus’.
- 25 -
Pre-Approval Policies and External Auditor Service
Fees
The Bank’s
Audit Committee
has implemented
a policy
restricting the services
that may
be performed
by
the 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 external auditor may not provide certain services
to the Bank or its subsidiaries.
The types of services
to be performed by
the external 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
external
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
external
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 external auditor,
by category of
fees 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)
2025
2024
Audit Fees
1
$49,026
$47,280
2
Audit-related Fees
3
5,741
3,893
Tax
Fees
4
667
815
All Other Fees
5
777
25
Total Bank and Subsidiaries
$56,211
$52,013
2
Investment Funds
6
– Public Funds
2,649
2,849
– Private Funds
4,693
3,571
Total Investment
Funds
$7,342
$6,420
Total Fees
$63,553
$58,433
2
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
external auditor in connection with statutory and
regulatory filings or engagements.
2.
Audit fees were adjusted to reflect final cost of audit
services performed during fiscal 2024.
3.
Audit-related fees are
fees for assurance
and related services
that are performed
by the external
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
statutory
audits;
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.
4.
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.
5.
All
other fees
include fees
for benchmark
studies; regulatory
advisory services;
and performance
and process
improvement
services.
6.
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; $421 thousand (2024 –
$566 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.
- 26 -
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 25
of the
Annual Financial
Statements for
the
year ended October 31, 2025, which note is incorporated by
reference in this AIF.
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
regulatory
authority”
as
Canadian
provincial
and
territorial
securities
regulatory
authorities and “securities legislation” as Canadian provincial
and territorial securities legislation.
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL
TRANSACTIONS
To
the best of our knowledge,
the Bank confirms that, as
at December 3, 2025, 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
Email: web.queries@computershare.com
Website:
www.computershare.com/investor
INTERESTS OF EXPERTS
The
Consolidated
Financial
Statements
of
the
Bank
for
the
year
ended
October
31,
2025
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
- 27 -
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.
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, 2025.
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
.
- 28 -
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, 2025
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
$
3,202
TD Wealth
Holdings Canada
Limited
TD Asset Management Inc.
Toronto, Ontario
Toronto, Ontario
12,683
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
4,542
TD Group US Holdings LLC
Toronto Dominion Holdings (U.S.A.), Inc.
Cowen Inc.
Cowen Structured Holdings LLC
Cowen Structured Holdings Inc.
TD Arranged Services LLC
RCG LV Pearl, LLC
Cowen Financial Products LLC
Cowen Holdings, Inc.
Cowen CV Acquisition LLC
Cowen Execution Holdco LLC
Westminster Research Associates LLC
RCG Insurance Company
TD Prime Services LLC
TD Financial Products LLC
TD Securities (USA) LLC
Toronto Dominion (Texas)
LLC
Toronto Dominion (New York) LLC
Toronto Dominion Investments LLC
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 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
75,699
TD Investment Services Inc.
Toronto, Ontario
68
TD Life Insurance
Company
Toronto, Ontario
180
TD Mortgage Corporation
Toronto, Ontario
14,052
TD Pacific Mortgage Corporation
Vancouver, British Columbia
The Canada Trust Company
Toronto, Ontario
TD Securities Inc.
Toronto, Ontario
3,589
TD Vermillion Holdings Limited
TD Reinsurance (Barbados)
Inc.
Toronto, Ontario
St. James, Barbados
24,279
International
Ramius Enterprise
Luxembourg Holdco
S.à.r.l.
Luxembourg, Luxembourg
49
Cowen Reinsurance
S.A.
Luxembourg, Luxembourg
TD Ireland Unlimited
Company
TD Global Finance
Unlimited Company
Dublin, Ireland Dublin,
Ireland
2,973
TD Securities (Japan)
Co. Ltd.
Tokyo, Japan
12
Toronto Dominion Australia Limited
Sydney, Australia
107
TD Bank Europe Limited
London, England
1,420
Toronto Dominion International
Pte. Ltd. TD Execution
Services
Limited
Singapore, Singapore
London,
England
10,701
Toronto Dominion (South East Asia) Limited
Singapore, Singapore
1,813
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.
- 29 -
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
- 30 -
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.
- 31 -
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, financial institutions such as banks, leasing companies and insurers, and public finance
entities
(local
and
regional
governments).
Issue
level
ratings
are
also
assigned,
often
include
an
expectation
of
recovery
and
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.
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 has 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.
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
- 32 -
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,
and
senior
tranches
of
Enhanced
Equipment
Trust
Certificates
(EETCs),
for
which
IDRs
are
secondary dependencies, as Fitch focuses primarily on
structure, collateral and legal protection.
'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.
The relative
likelihood
of a
rating change
over the
next two
years is
expressed
using rating
Outlooks
or
Watches.
Rating
Outlooks
and
Watches
are
mutually
exclusive.
A
directional
rating
Outlook
reflects
weakening, improving or evolving trends which have not yet brought the credit profile to a level
sufficient to
trigger a rating change, but which may do so over
the next two years. Directional Outlooks indicate that the
likelihood of rating transition is materially higher than the historical average. However,
directional Outlooks
do not affect Fitch’s belief that the issuer’s credit quality
is consistent with the current rating level.
Positive
or
Negative
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.
A Negative
or Positive
Outlook could also be
assigned to an issuer/transaction whose
credit profile has weakened or
improved but
where Fitch expects
the credit profile
to return within
the next two
years to a
level consistent with
the current
rating, albeit
with some execution risk or uncertainty.
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
- 33 -
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.
- 34 -
Appendix "C"
THE TORONTO-DOMINION BANK
CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
In this Charter, "Bank" means
The Toronto
-Dominion Bank on a consolidated basis.
Part I: Main Responsibilities
1.1
Overseeing reliable, accurate and clear financial reporting to shareholders;
1.2
Overseeing the effectiveness of internal controls, including
internal control over financial reporting;
1.3
Recommending to the Board the shareholders’ auditor
to be put forward for approval by the
shareholders and the compensation and terms of engagement
of the shareholders’ auditor for
approval by the Board;
1.4
Overseeing the work of the shareholders' auditor,
including requiring the shareholders' auditor to
report directly to the Committee;
1.5
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;
1.6
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;
1.7
Acting as the audit committee for certain subsidiaries of
the Bank that are federally regulated
financial institutions.
Part II: Independence
2.1
The Committee must be composed entirely of independent
directors;
2.2
The Committee meets without management or the shareholders'
auditor present at each
Committee meeting and will include such a session on
the agenda of each regularly scheduled
Committee meeting;
2.3
The Committee has the authority to engage, at the Bank's
expense, independent advisors 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 and may invite
them to attend and participate in meetings.
- 35 -
Part III: Composition and Independence, Financial Literacy
and Authority
3.1
The Committee will be composed of members of the
Board of Directors in such number as will be
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 four
directors.
3.2
No member of the Committee may be an officer
or retired officer of the Bank. Every member of the
Committee must 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.
3.3
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.
3.4
The members of the Committee will be appointed by the
Board and will serve until their successor
is duly appointed, unless the member resigns, is removed, or ceases
to be a director.
3.5
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 will report to the Committee with respect
to their actions.
3.6
In addition to the qualities set out in the Director Position Description,
all members of the
Committee must 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.
3.7
At least one member of the Committee must 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 statement experience.
3.8
The Committee has the authority to conduct any investigation
it deems appropriate, and to access
any officer, employee
or agent of the Bank, for the purpose of fulfilling its responsibilities,
including
the shareholders' auditor.
3.9
The Committee may obtain, at the Bank's expense, advice
and assistance from outside legal,
accounting or other advisors as the Committee deems necessary
to carry out its duties. It may
retain and determine the compensation to be paid for
such independent counsel or outside advisor
in its sole discretion without seeking Board approval.
3.10
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. With respect to financial reporting specifically,
the Committee will keep abreast of
trends and best practices in financial accounting and reporting,
as well as related internal controls
including considering, as they arise, topical issues and
their application to the Bank.
- 36 -
Part IV: Meetings
4.1
The Committee will meet at least four times annually,
or more frequently as circumstances dictate
or as the mandate requires.
4.2
The Committee will meet with the shareholders' auditor
and management quarterly to review the
Bank's financial statements consistent with the section entitled
"Financial Reporting" below.
4.3
The Committee will dedicate a portion of each of its regularly
scheduled meetings, held four times a
year, to meeting separately
with each of the following:
●
Chief Compliance Officer,
and
●
Chief Anti-Money Laundering Officer.
4.4
The Committee will dedicate a portion of each of its regularly
scheduled quarterly meetings to
meeting separately with each of the following:
●
Chief Executive Officer,
●
Chief Financial Officer,
●
General Counsel of the Bank,
●
Chief Auditor,
●
Chief Risk Officer,
and
●
Shareholders' auditor.
4.5
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.
4.6
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
will 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.
4.7
The Committee may conduct its meetings, in whole or in part,
in conjunction with meetings of the
other Committees of the Board and will meet with the Risk Committee
at least once annually to
discuss topics relevant to both Committees.
4.8
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 exclude from its meetings any persons it deems necessary
to ensure the proper fulfillment of
its duties.
Part V: Specific Duties and
Responsibilities
5.1
Financial Reporting
5.1.1
The Committee is responsible for the oversight of reliable,
accurate and clear financial reporting to
shareholders, including reviewing and discussing:
a.
The Bank's annual and interim consolidated financial statements
and management's discussion
and analysis ("MD&A"), prior to approval by the Board, submission
to appropriate regulators and
release to the public;
- 37 -
b.
The shareholders' auditor opinion on the annual financial statements
and on the Bank's internal
control over financial reporting; and
c.
Potential material non-public information of the Bank,
prior to release to the public.
5.1.2
In addition, the Committee's review will include, when appropriate
but at least annually,
discussion
with:
●
Management,
●
The Internal Audit Division, and
●
The shareholders' auditor,
of significant issues regarding accounting principles and policies,
industry practices and trends on
financial statements, and MD&A disclosures, including non-GAAP
and other financial measures (e.g.,
Items of Note), and significant management estimates
and judgments.
5.1.3
The Committee reviews and recommends for approval to the
Board the 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.
5.2
Financial Reporting Process
The Committee supports the Board in its oversight of the
financial reporting process of the Bank including
by:
5.2.1
Working with management, the shareholders'
auditor and the Internal Audit Division to review the
integrity of the Bank's financial reporting processes for
both quarterly and annual reporting
undertaken by management;
5.2.2
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;
5.2.3
Reviewing sustainability disclosures required to be included
in financial reporting, including any
such disclosures relating to climate-related matters;
5.2.4
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;
5.2.5
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;
5.2.6
Considering and approving, if appropriate, substantive
changes to the Bank's accounting and
financial reporting policies as suggested by management;
5.2.7
Establishing regular systems of reporting to the Committee
by each of:
●
Management,
●
The shareholders' auditor,
and
●
The Internal Audit Division,
- 38 -
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;
5.2.8
Reviewing tax and tax planning matters that are material to
the financial statements.
5.3
Roles in the Financial Reporting Process
5.3.1
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.
5.3.2
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.
5.3.3
The Committee reviews the results of the review by the shareholders'
auditor.
5.4
Internal Controls
5.4.1
Management is responsible for devising and maintaining
effective internal control over financial
reporting and for its assessment of the effectiveness
of such internal controls.
5.4.2
The Committee is responsible for overseeing the internal control
framework and monitoring its
effectiveness including by:
a.
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 reasonable
assurance under properly calibrated materiality 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;
b.
As part of this review, the Committee
will consider and discuss with management whether any
deficiencies identified may be classified as a significant
deficiency or material weakness;
c.
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;
d.
Overseeing the adequacy of governance structures and control
processes for all financial
instruments that are measured at fair value for financial reporting
purposes;
e.
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;
f.
Reviewing reporting by the Bank to its shareholders regarding
internal control over financial
reporting.
- 39 -
5.5
Internal Audit Division
5.5.1
The Committee will:
a.
Oversee the Internal Audit Division of the Bank and any
aspects of the internal audit function that
are outsourced to a third party;
b.
Satisfy itself that the Internal Audit Division is sufficiently
independent to perform its
responsibilities;
c.
Discuss with the Chief Auditor and senior management
the authority, roles
and responsibilities for
the Internal Audit Division and, at least annually,
reviews and approves the Internal Audit
Division's Charter and the Chief Auditor's mandate and
independence attestation;
d.
Review and discuss 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 once the Committee is satisfied that the plan
is appropriate, risk-based and
addresses all the relevant activities and significant risks
over a measurable cycle;
e.
Review and approve the annual financial budget, resource
plan and performance objectives, and
review significant updates to any of them;
f.
Review the Global Internal Audit Policy;
g.
Confirm the appointment and dismissal of the Chief Auditor;
h.
Receive summaries of reports made pursuant to the Raising
Conduct and Ethics Concerns Policy
with respect to accounting allegation matters on a quarterly
basis and with respect to material
accounting allegation matters as they arise;
i.
Annually convey its view of the performance of the Chief
Auditor to the Chief Executive Officer as
input into the compensation approval process;
j.
At least annually assess the effectiveness
and operational adequacy of the Internal Audit
Division;
k.
Review 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;
l.
Periodically review the results of a benchmarking of the Internal
Audit Division conducted with the
assistance of an independent third party;
m.
Review and discuss regular reports prepared by the Chief
Auditor. This includes internal control
over financial reporting and all other information outlined in regulatory
guidance, management's
response and updates on outstanding findings, and thematic findings
across the Bank;
n.
Provide 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;
o.
Oversee remediation of deficiencies identified by supervisory
authorities related to the Internal
Audit Division within an appropriate time frame and review
reports on progress of necessary
corrective actions.
- 40 -
5.6
Oversight of Shareholders' Auditor
5.6.1
The Committee annually reviews and evaluates the performance,
qualifications, skills, resources
(amount and type), independence and professional skepticism
of the shareholders' auditor and
recommends to the Board for recommendation to the shareholders,
the appointment of the
shareholders' auditor.
5.6.2
The Committee is responsible for recommending to the Board for
approval the remuneration of the
shareholders' auditor after satisfying itself that the level of
audit fees is commensurate with the
scope of work to obtain a quality audit and consider financi
al reporting risks.
5.6.3
The Committee also makes recommendations to the Board for
approval regarding, if appropriate,
termination of the shareholders' auditor.
The shareholders' auditor will 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.
5.6.4
In addition, the Committee will:
a.
Review and approve the annual audit plans and recommend
to the Board for approval the
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;
b.
At least annually, review
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;
c.
Discuss 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 U.S. Public Company
Accounting Oversight Board ("PCAOB")
and the requirements of the
Bank Act
(Canada) and of the Bank's regulators, including its
primary regulator, the Office
of the Superintendent of Financial Institutions, as applicable
to the
Bank from time to time;
d.
Review 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;
e.
Request management to take the necessary corrective actions
to address any findings and
recommendations of the shareholders' auditor in a timely manner;
f.
Review 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;
g.
Provide a forum for management and the Chief Auditor
and/or shareholders' auditor to raise
issues regarding their relationship and interaction. To
the extent disagreements regarding
financial reporting are not resolved, it will be responsible for the resolution
of such
disagreements between management and the Chief Auditor
and/or shareholders' auditor;
h.
At least annually, review
and evaluate the qualifications, performance and
independence of the
lead, and other key senior partners of the shareholders'
auditor;
i.
Monitor the rotation timing and, 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;
- 41 -
j.
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;
k.
At least every five years, conduct a periodic comprehensive
review of the shareholders' auditor;
l.
Annually review and discuss 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.
5.7
Independence of Shareholders' Auditor
5.7.1
The Committee monitors and assesses the independence
of the shareholders' auditor through
various mechanisms, including by:
a.
Recommending to the Board for approval the audit engagement
terms and fees and approving
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;
b.
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;
c.
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;
d.
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;
e.
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.
5.8
Finance Department
5.8.1
The Committee oversees the Finance Department of the Bank,
including by:
a.
Reviewing and approving the mandate of the Finance
Department and the mandate of the
Chief Financial Officer at least annually;
b.
Reviewing and approving, at least annually,
the Finance Department strategic priorities, budget
and resource plan, including reviewing reports from management
on resource adequacy;
c.
Annually assessing the effectiveness of the Finance
Department;
d.
Periodically reviewing the results of a benchmarking of the Finance
Department conducted with
the assistance of an independent third party;
e.
Annually conveying its view of the performance of the Chief Financial
Officer to the Chief
Executive Officer as input into the compensation
approval process;
f.
Confirming the appointment and dismissal of the Chief
Financial Officer;
- 42 -
g.
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.
5.9
Compliance
5.9.1
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:
a.
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;
b.
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.
5.10
Global Compliance Department
5.10.1
The Committee will oversee the Global Compliance Department
of the Bank and the execution of
its mandate and will satisfy itself that the Global Compliance
Department is sufficiently
independent to perform its responsibilities.
5.10.2
In addition, the Committee will:
a.
Review and approve its annual plan, including its budget, resources
and strategic priorities, and
any significant changes to the annual plan;
b.
Annually review and approve the mandate of the Global Compliance
Department and the
mandate of the Chief Compliance Officer;
c.
At least annually assess the effectiveness
of the Global Compliance Department;
d.
Periodically review the results of a benchmarking of the Global
Compliance Department
conducted with the assistance of an independent third party;
e.
Confirm the appointment and dismissal of the Chief Compliance
Officer;
f.
Annually convey its view of the performance of the Chief
Compliance Officer to the Chief
Executive Officer as input into the compensation
approval process;
g.
Review with management the Bank's compliance with
applicable regulatory requirements and
the Regulatory Compliance Management ("RCM") Program;
h.
Review and discuss reports prepared by the Chief Compliance
Officer for the Committee on a
quarterly basis 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;
i.
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;
- 43 -
j.
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.
5.11
Financial Crime Risk Management ("FCRM")
5.11.1
The Committee will 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:
a.
Reviewing with management the Bank's compliance with
applicable regulatory requirements;
b.
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;
c.
Reviewing the opinion of the Chief Auditor on the effectiveness
of the FCRM Program
(including AML) every two years and following up with
management on the status of
recommendations and suggestions, as appropriate.
5.12
FCRM Department
5.12.1
The Committee will oversee the FCRM Department of the
Bank and the execution of its mandate
and will satisfy itself that the FCRM Department is sufficiently
independent to perform its
responsibilities.
5.12.2
In addition, the Committee will:
a.
Review and approve the FCRM Department's annual
plan, including its budget, resources and
strategic priorities, and any significant changes to the annual
plan;
b.
Consider and approve the AML Program Framework, including
the Enterprise AML/ATF
and
Enterprise Sanctions policies;
c.
At least annually assess the effectiveness
of the FCRM Department;
d.
Review the results of an independent effectiveness
review of the FCRM Program (including
AML) conducted periodically;
e.
Periodically review the results of a benchmarking of the FCRM
Department conducted with the
assistance of an independent third party;
f.
Annually review and approve the mandate of the FCRM
Department and the mandate of the
Chief Anti-Money Laundering Officer;
g.
Confirm the appointment and dismissal of the Chief Anti-Money
Laundering Officer;
h.
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;
i.
Review and discuss reports prepared by the Chief Anti-Money
Laundering Officer for the
Committee on a quarterly basis including with regard to reports
by supervisory authorities
related to the FCRM Program, on the Bank's compliance
with applicable laws and regulations
- 44 -
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;
j.
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.
5.13
General
The Committee will have the following additional general duties
and responsibilities:
5.13.1
Act 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;
5.13.2
Review 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
results and provide a forum for the General Counsel of
the Bank to have unfettered access to the
Committee to raise any legal issues;
5.13.3
Provide a forum for the Chief Risk Officer to have
unfettered access to the Committee to raise any
compliance issues;
5.13.4
Perform such other functions and tasks as may be mandated by regulatory
requirements
applicable to audit committees or delegated by the Board;
5.13.5
Conduct an annual evaluation of the Committee to assess
its contribution and effectiveness in
fulfilling its mandate;
5.13.6
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;
5.13.7
Maintain minutes or other records of meetings and activities of
the Committee;
5.13.8
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 will report
as required to the Risk Committee on issues of relevance to
it.
Posted:
December 2025