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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/30/23 Toronto Dominion Bank 40-F 10/31/23 237:76M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 40-F Annual Report by a Canadian Issuer HTML 2.55M
2: EX-97 Incentive Compensation Clawback Policy HTML 84K
3: EX-99.1 Annual Information Form HTML 524K
4: EX-99.2 2023 Management's Discussion and Analysis HTML 7.50M
5: EX-99.3 2023 Annual Financial Statements HTML 9.66M
6: EX-99.4 Return on Assets, Dividend Payouts, and Equity to HTML 72K
Assets Ratios
7: EX-99.5 Code of Ethics HTML 60K
8: EX-99.6 Consent of Independent Registered Public HTML 64K
Accounting Firm
9: EX-99.7 Certification Pursuant to Section 302 of the U.S. HTML 72K
Sarbanes-Oxley Act of 2002
10: EX-99.8 Certification Pursuant to 18 U.S.C. Section 1350 HTML 64K
as Adopted Pursuant to Section
16: R1 Cover HTML 127K
17: R2 Consolidated Balance Sheet HTML 194K
18: R3 Consolidated Statement of Income HTML 173K
19: R4 Consolidated Statement of Income (Parenthetical) HTML 64K
20: R5 Consolidated Statement of Comprehensive Income HTML 169K
21: R6 Consolidated Statement of Changes in Equity HTML 157K
22: R7 Consolidated Statement of Cash Flows HTML 181K
23: R8 IFRS 7 Disclosure HTML 1.09M
24: R9 Nature of Operations HTML 68K
25: R10 Summary of Significant Accounting Policies HTML 214K
26: R11 Significant Accounting Judgments, Estimates, and HTML 132K
Assumptions
27: R12 Current And Future Changes In Accounting Policies HTML 71K
28: R13 Fair Value Measurements HTML 970K
29: R14 Offsetting Financial Assets and Financial HTML 156K
Liabilities
30: R15 Securities HTML 819K
31: R16 Loans, Impaired Loans, and Allowance for Credit HTML 1.04M
Losses
32: R17 Transfers Of Financial Assets HTML 107K
33: R18 Structured Entities HTML 203K
34: R19 Derivatives HTML 1.14M
35: R20 Investment in Associates and Joint Ventures HTML 94K
36: R21 Significant Transactions HTML 74K
37: R22 Goodwill and Other Intangibles HTML 211K
38: R23 Land, Buildings, Equipment, Other Depreciable HTML 221K
Assets, and Right-Of-Use Assets
39: R24 Other Assets HTML 76K
40: R25 Deposits HTML 231K
41: R26 Other Liabilities HTML 84K
42: R27 Subordinated Notes And Debentures HTML 102K
43: R28 Equity HTML 225K
44: R29 Insurance HTML 348K
45: R30 Share-Based Compensation HTML 132K
46: R31 Employee Benefits HTML 484K
47: R32 Income Taxes HTML 247K
48: R33 Earnings per Share HTML 88K
49: R34 Provisions, Contingent Liabilities, Commitments, HTML 172K
Guarantees, Pledged Assets, and Collateral
50: R35 Related Party Transactions HTML 86K
51: R36 Segmented Information HTML 201K
52: R37 Interest Income and Expense HTML 89K
53: R38 Credit Risk HTML 152K
54: R39 Regulatory Capital HTML 94K
55: R40 Information on Subsidiaries HTML 120K
56: R41 Subsequent Events HTML 65K
57: R42 Summary of Significant Accounting Policies HTML 263K
(Policies)
58: R43 IFRS 7 Disclosure (Tables) HTML 970K
59: R44 Summary of Significant Accounting Policies HTML 69K
(Tables)
60: R45 Significant Accounting Judgments, Estimates, and HTML 79K
Assumptions (Tables)
61: R46 Fair Value Measurements (Tables) HTML 928K
62: R47 Offsetting Financial Assets and Financial HTML 150K
Liabilities (Tables)
63: R48 Securities (Tables) HTML 820K
64: R49 Loans, Impaired Loans, and Allowance for Credit HTML 1.04M
Losses (Tables)
65: R50 Transfers Of Financial Assets (Tables) HTML 103K
66: R51 Structured Entities (Tables) HTML 176K
67: R52 Derivatives (Tables) HTML 1.12M
68: R53 Investment in Associates and Joint Ventures HTML 84K
(Tables)
69: R54 Goodwill and Other Intangibles (Tables) HTML 206K
70: R55 Land, Buildings, Equipment, Other Depreciable HTML 222K
Assets, and Right-Of-Use Assets (Tables)
71: R56 Other Assets (Tables) HTML 75K
72: R57 Deposits (Tables) HTML 233K
73: R58 Other Liabilities (Tables) HTML 83K
74: R59 Subordinated Notes And Debentures (Tables) HTML 100K
75: R60 Equity (Tables) HTML 209K
76: R61 Insurance (Tables) HTML 340K
77: R62 Share-Based Compensation (Tables) HTML 127K
78: R63 Employee Benefits (Tables) HTML 482K
79: R64 Income Taxes (Tables) HTML 247K
80: R65 Earnings per Share (Tables) HTML 86K
81: R66 Provisions, Contingent Liabilities, Commitments, HTML 147K
Guarantees, Pledged Assets, and Collateral
(Tables)
82: R67 Related Party Transactions (Tables) HTML 73K
83: R68 Segmented Information (Tables) HTML 196K
84: R69 Interest Income and Expense (Tables) HTML 89K
85: R70 Credit Risk (Tables) HTML 152K
86: R71 Regulatory Capital (Tables) HTML 80K
87: R72 Information on Subsidiaries (Tables) HTML 116K
88: R73 Portfolio Market Risk Measures (Details) HTML 96K
89: R74 Schedule of BRR Scale Aligned to External Ratings HTML 85K
(Details)
90: R75 Credit Risk (Details Narrative) HTML 71K
91: R76 Market Risk (Details Narrative) HTML 80K
92: R77 Market Risk - Portfolio Market Risk Measures HTML 108K
(Details)
93: R78 Structural Interest Rate Sensitivity Measures HTML 76K
(Details)
94: R79 Summary of Liquid Assets by Type and Currency HTML 122K
(Details)
95: R80 Liquidity Risk (Details Narrative) HTML 63K
96: R81 Summary of Unencumbered Liquid Assets by Bank, HTML 69K
Subsidiaries, and Branches (Details)
97: R82 Summary of Deposit Funding (Details) HTML 67K
98: R83 Summary of Remaining Contractual Maturity HTML 337K
(Details)
99: R84 Summary of Remaining Contractual Maturity HTML 80K
(Parenthetical) (Details)
100: R85 Summary of Significant Accounting Policies HTML 84K
(Details Narrative)
101: R86 Schedule of Useful Lives of Assets Estimated by HTML 82K
Asset Category (Details)
102: R87 Summary of Exposures to Significant Interest Rate HTML 72K
Benchmarks Subject to LIBOR Reform (Details)
103: R88 Summary of Exposures to Significant Interest Rate HTML 77K
Benchmarks Subject to LIBOR Reform (Parenthetical)
(Details)
104: R89 Significant Accounting Judgments, Estimates, And HTML 72K
Assumptions (Details Narrative)
105: R90 Current And Future Changes In Accounting Policies HTML 69K
(Details Narrative)
106: R91 Schedule of Financial Assets and Liabilities not HTML 91K
Carried at Fair Value (Details)
107: R92 Schedule of Fair Value Hierarchy For Assets And HTML 101K
Liabilities Not Carried At Fair Value (Details)
108: R93 Schedule of Fair Value Hierarchy for Assets and HTML 241K
Liabilities (Details)
109: R94 Schedule of Reconciliation of Changes in Fair HTML 161K
Value for Level 3 Assets and Liabilities (Details)
110: R95 Schedule of Reconciliation of Changes in Fair HTML 69K
Value for Level 3 Assets and Liabilities
(Parenthetical) (Details)
111: R96 Fair Value Measurements (Details Narrative) HTML 72K
112: R97 Summary of Quantitative Information about Fair HTML 139K
Value Measurements Using Significant Unobservable
Inputs (Level 3 Instruments) (Details)
113: R98 Summary of Quantitative Information about Fair HTML 66K
Value Measurements Using Significant Unobservable
Inputs (Level 3 Instruments) (Parenthetical)
(Details)
114: R99 Summary of Sensitivity Analysis of Level 3 HTML 95K
Financial Assets and Liabilities (Details)
115: R100 Summary of Offsetting Financial Assets and HTML 112K
Financial Liabilities (Details)
116: R101 Summary of Securities Maturity Schedule (Details) HTML 445K
117: R102 Summary of Unrealized Gains (Losses) for HTML 115K
securities at FVOCI (Details)
118: R103 Summary of Equity Securities Designated at Fair HTML 73K
Value Through Other Comprehensive Income (Details)
119: R104 Summary of Equity Securities Net Realized Gains HTML 70K
(Losses) Explanatory (Details)
120: R105 Summary of Net Debt Securities Gains (Losses) HTML 69K
(Details)
121: R106 Summary of Debt Securities by Risk Rating HTML 82K
(Details)
122: R107 Summary of Debt Securities by Risk Rating HTML 63K
(Parenthetical) (Details)
123: R108 Securities (Details Narrative) HTML 68K
124: R109 Summary of Bank Loans and Acceptances (Details) HTML 82K
125: R110 Summary of Bank Loans and Acceptances - Business HTML 79K
and Government (Details)
126: R111 Summary of Gross Carrying Amounts of Loans, HTML 273K
Acceptance and Credit Risk Exposures on Loan
Commitments and Financial Guarantee Contracts by
Internal Risk Ratings (Details)
127: R112 Summary of Impaired Loans (Details) HTML 81K
128: R113 Summary of Allowance for Credit Losses (Details) HTML 108K
129: R114 Summary of Allowance for Loan Losses (Details) HTML 214K
130: R115 Summary of Macroeconomic Variables impacted in HTML 133K
Determining ECLs (Details)
131: R116 Schedule of Change from Base to HTML 72K
Probability-Weighted ECL (Details)
132: R117 Schedule of Incremental Lifetime ECL Impact HTML 70K
(Details)
133: R118 Summary of Loans Past Due but Not Impaired HTML 89K
(Details)
134: R119 Loans, Impaired Loans, and Allowance for Credit HTML 72K
Losses (Details Narrative)
135: R120 Summary of Carrying Amount and Fair Value of HTML 80K
Transferred Financial Assets Not Qualifying for
Derecognition (Details)
136: R121 Summary of Carrying Amount and Fair Value of HTML 65K
Transferred Financial Assets Not Qualifying for
Derecognition (Parenthetical) (Details)
137: R122 Summary of Carrying Amount and Fair Value of HTML 72K
Transferred Other Financial Assets Not Qualifying
for Derecognition (Details)
138: R123 Summary of Carrying Amount and Fair Value of HTML 63K
Transferred Other Financial Assets Not Qualifying
for Derecognition (Parenthetical) (Details)
139: R124 Transfers of Financial Assets (Details Narrative) HTML 73K
140: R125 Structured Entities (Details Narrative) HTML 69K
141: R126 Summary of Carrying Amount and Maximum Exposure to HTML 120K
Unconsolidated Structured Entities (Details)
142: R127 Summary of Fair Value of Derivatives (Details) HTML 148K
143: R128 Summary of Fair Values of Non-Trading Derivative HTML 100K
Instruments Categorized by Hedging Relationships
(Details)
144: R129 Summary of Effect of Fair Value Hedges and Cash HTML 175K
Flow and Net Investment Hedges (Details)
145: R130 Summary of Reconciliation of Accumulated Other HTML 97K
Comprehensive Income (Loss) (Details)
146: R131 Summary of Notional Amounts of Over the Counter HTML 191K
and Exchange Traded Derivatives (Details)
147: R132 Summary of Notional Amounts of Over the Counter HTML 72K
and Exchange Traded Derivatives (Parenthetical)
(Details)
148: R133 Schedule of Notional Amount of Non-trading HTML 92K
Derivatives (Details)
149: R134 Summary of Notional Amounts of Over-the-counter HTML 167K
Derivatives and Exchange-traded Derivatives Based
on Their Contractual Terms to Maturity (Details)
150: R135 Summary of Hedging Instruments by Term to Maturity HTML 143K
(Details)
151: R136 Summary of Hedging Instruments by Term to Maturity HTML 72K
(Parenthetical) (Details)
152: R137 Derivatives (Details Narrative) HTML 82K
153: R138 Summary of Derivative Instruments Designated in HTML 75K
Qualifying Hedge Accounting Relationships
(Details)
154: R139 Credit Exposure of Derivatives (Details) HTML 110K
155: R140 Summary of Current Replacement Cost of Derivatives HTML 89K
by Sector (Details)
156: R141 Summary of Current Replacement Cost of Derivatives HTML 82K
by Location (Details)
157: R142 Summary of Condensed Financial Statements HTML 86K
(Details)
158: R143 Investment in Associates and Joint Ventures HTML 125K
(Details Narrative)
159: R144 Significant Transactions (Details Narrative) HTML 115K
160: R145 Goodwill and Other Intangibles (Details Narrative) HTML 73K
161: R146 Summary of Goodwill by Segment (Details) HTML 91K
162: R147 Summary of Goodwill by Segment (Parenthetical) HTML 63K
(Details)
163: R148 Summary of Other Intangibles (Details) HTML 122K
164: R149 Summary of Land, Buildings, Equipment, and Other HTML 128K
Depreciable Assets (Details)
165: R150 Summary of Land, Buildings, Equipment, and Other HTML 63K
Depreciable Assets (Parenthetical) (Details)
166: R151 Summary of Right of Use Assets (Details) HTML 93K
167: R152 Schedule of Other Assets (Details) HTML 75K
168: R153 Deposits (Details Narrative) HTML 62K
169: R154 Summary of Deposit Liabilities (Details) HTML 118K
170: R155 Summary of Deposit Liabilities (Parenthetical) HTML 85K
(Details)
171: R156 Maturity Schedule of Term Deposits (Details) HTML 132K
172: R157 Summary of Other Liabilities (Details) HTML 84K
173: R158 Summary of Subordinated Notes and Debentures HTML 94K
(Details)
174: R159 Summary of Subordinated Notes and Debentures HTML 72K
(Parenthetical) (Details)
175: R160 Summary of Classes of Share Capital - Common HTML 83K
Shares (Details)
176: R161 Summary of Classes of Share Capital - Preferred HTML 116K
Shares and Other Equity Instruments (Details)
177: R162 Summary of Classes of Share Capital - Preferred HTML 70K
Shares and Other Equity Instruments
(Parenthetical) (Details)
178: R163 Summary of Classes of Share Capital - Treasury HTML 86K
Shares (Details)
179: R164 Preferred Shares Terms and Conditions (Details) HTML 118K
180: R165 Preferred Shares Terms and Conditions HTML 97K
(Parenthetical) (Details)
181: R166 Equity (Details Narrative) HTML 105K
182: R167 Summary of Amounts Arising from Insurance HTML 75K
Contracts (Details)
183: R168 Summary of Amounts Arising from Insurance HTML 63K
Contracts (Parenthetical) (Details)
184: R169 Summary of Movement in Provisions for Unpaid HTML 90K
Claims (Details)
185: R170 Summary of Movement in Provisions for Unearned HTML 78K
Premiums (Details)
186: R171 Insurance (Details Narrative) HTML 79K
187: R172 Incurred Claims by Accident Year (Details) HTML 155K
188: R173 Sensitivity of Critical Assumptions - Property and HTML 82K
Casualty insurance Contract Liabilities (Details)
189: R174 Share-Based Compensation (Details Narrative) HTML 116K
190: R175 Stock Option Activity (Details) HTML 89K
191: R176 Range of Exercise Prices (Details) HTML 94K
192: R177 Schedule of Assumptions Used for Estimating the HTML 73K
Fair Value of Options (Details)
193: R178 Summary of Plan Asset Allocation Plan Asset HTML 112K
Allocation (Details)
194: R179 Summary of Expenses for Bank's Defined HTML 68K
Contribution Plans (Details)
195: R180 Summary of Employee Benefit Plans' Obligations, HTML 216K
Assets, Funded Status and Expense (Details)
196: R181 Summary of Employee Benefit Plans' Obligations, HTML 66K
Assets, Funded Status and Expense (Parenthetical)
(Details)
197: R182 Summary of Amounts Recognized in the Consolidated HTML 84K
Balance Sheet (Details)
198: R183 Summary of Remeasurement of Defined Benefit Plans HTML 87K
(Details)
199: R184 Summary of Remeasurement of Defined Benefit Plans HTML 63K
(Parenthetical) (Details)
200: R185 Summary of Expected Future Benefit Payments HTML 83K
(Details)
201: R186 Summary of Disaggregation of Projections Benefit HTML 81K
Obligation (Details)
202: R187 Summary of Duration of Projected Benefit HTML 69K
Obligation (Details)
203: R188 Summary of Sensitivity of Significant Actuarial HTML 87K
Assumptions (Details)
204: R189 Employee Benefits (Details Narrative) HTML 80K
205: R190 Provision for (Recoveries) (Details) HTML 118K
206: R191 Provision for (Recoveries) (Parenthetical) HTML 63K
(Details)
207: R192 Income Taxes (Details Narrative) HTML 112K
208: R193 Summary of Reconciliation to Statutory Income Tax HTML 86K
Rate (Details)
209: R194 Summary of Reconciliation to Statutory Income Tax HTML 63K
Rate (Parenthetical) (Details)
210: R195 Summary of Deferred Tax Assets and Liabilities HTML 101K
(Details)
211: R196 Summary of Deferred Income Tax Expense (Recovery) HTML 106K
(Details)
212: R197 Summary of Earnings Per Share (Details) HTML 83K
213: R198 Summary of Bank's Provisions (Details) HTML 87K
214: R199 Provisions, Contingent Liabilities, Commitments, HTML 110K
Guarantees, Pledged Assets, and Collateral
(Details Narrative)
215: R200 Summary of Credit Instruments (Details) HTML 74K
216: R201 Details of Assets Pledged Against Liabilities and HTML 107K
Collateral Assets Held or Re-pledged (Details)
217: R202 Details of Assets Pledged Against Liabilities and HTML 64K
Collateral Assets Held or Re-pledged
(Parenthetical) (Details)
218: R203 Related Party Transactions (Details Narrative) HTML 111K
219: R204 Summary of Compensation of Key Management HTML 70K
Personnel and Directors (Details)
220: R205 Summary of Results by Business Segment (Details) HTML 121K
221: R206 Summary of Results by Geographic Location HTML 77K
(Details)
222: R207 Summary of Interest Income and Expense by Basis of HTML 81K
Accounting Classification (Details)
223: R208 Summary of Interest Income and Expense by Basis of HTML 63K
Accounting Classification (Details)
(Parenthetical)
224: R209 Summary of Concentration of Credit Risk (Details) HTML 92K
225: R210 Summary of Concentration of Credit Risk HTML 96K
(Parenthetical) (Details)
226: R211 Summary of Gross Maximum Credit Risk Exposure HTML 126K
(Details)
227: R212 Regulatory Capital (Details Narrative) HTML 83K
228: R213 Summary of Regulatory Capital Position (Details) HTML 79K
229: R214 List of Directly or Indirectly Held Significant HTML 234K
Subsidiaries (Details)
230: R215 List of Directly or Indirectly Held Significant HTML 66K
Subsidiaries (Parenthetical) (Details)
231: R216 Information on Subsidiaries (Details Narrative) HTML 63K
232: R217 Subsequent Events (Details Narrative) HTML 67K
235: XML IDEA XML File -- Filing Summary XML 461K
233: XML XBRL Instance -- d553441d40f_htm XML 27.28M
234: EXCEL IDEA Workbook of Financial Report Info XLSX 726K
12: EX-101.CAL XBRL Calculations -- td-20231031_cal XML 421K
13: EX-101.DEF XBRL Definitions -- td-20231031_def XML 3.91M
14: EX-101.LAB XBRL Labels -- td-20231031_lab XML 4.55M
15: EX-101.PRE XBRL Presentations -- td-20231031_pre XML 4.26M
11: EX-101.SCH XBRL Schema -- td-20231031 XSD 1.09M
236: JSON XBRL Instance as JSON Data -- MetaLinks 1,124± 1.74M
237: ZIP XBRL Zipped Folder -- 0001193125-23-286395-xbrl Zip 2.71M
| INCENTIVE COMPENSATION CLAWBACK POLICY |
Exhibit 97
|
|
Board Policy |
| Policy Name | | Incentive Compensation Clawback Policy | |
| Business Segment | | TD Bank Group | |
| Effective Date | | October 2, 2023 | |
Purpose
The Incentive Compensation Clawback Policy (the “Policy”) sets out the circumstances in which applicable incentive-based compensation will be recouped from members of the Senior Executive Team and other Covered Executives (as applicable).
This policy has been developed to comply with Section 303A.14 of The New York Stock Exchange Listed Company Manual, as such section may be amended from time to time (the “Listing Rules”).
Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms under “Definitions.”
Scope/Application
| 1. | Covered Executives |
The Policy applies to each current and former Executive Officer of the Bank who serves or served as an Executive Officer at any time during a performance period in respect of which Incentive Compensation is Received, to the extent that any portion of such Incentive Compensation is:
| (a) | Received by the Executive Officer during the last three completed Fiscal Years or any applicable Transition Period preceding the date that the Bank is required to prepare a Restatement (regardless of whether any such Restatement is actually filed) and |
| (b) | determined to have included Erroneously Awarded Compensation. |
For purposes of determining the relevant recovery period referenced in the preceding clause (a), the date that the Bank is required to prepare a Restatement under the Policy is the earlier to occur of:
| (i) | the date that the Board, a committee of the Board, or the officer or officers of the Bank authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Bank is required to prepare a Restatement, or |
| (ii) | the date a court, regulator, or other legally authorized body directs the Bank to prepare a Restatement. |
Executive Officers subject to this Policy pursuant to this Section 1 are referred to herein as “Covered Executives.”
1
Policy Details/Requirements
| 2. | Interpretation and Administration |
The Committee shall have full authority to interpret and enforce the Policy; provided, however, that the Policy shall be interpreted in a manner consistent with its intent to meet the requirements of the Listing Rules.
| 3. | Recovery of Erroneously Awarded Compensation |
If any Erroneously Awarded Compensation is Received by a Covered Executive, the Bank shall reasonably promptly take steps to recover such Erroneously Awarded Compensation in a manner described under Section 4 of this Policy.
| 4. | Forms of Recovery |
The Committee shall approve, in its sole discretion and in a manner that effectuates the purpose of the Listing Rules, one or more methods for recovering from a Covered Executive any Erroneously Awarded Compensation hereunder in accordance with Section 3 above, which may include, without limitation: (a) requiring cash reimbursement; (b) seeking recovery or forfeiture of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards; (c) offsetting the amount to be recouped from any compensation otherwise payable by the Bank to the Covered Executive; (d) cancelling outstanding vested or unvested equity awards; or (e) taking any other remedial and recovery action permitted by law, as determined by the Committee.
To the extent the Covered Executive refuses to pay to the Bank an amount equal to the Erroneously Awarded Compensation, the Bank shall have the right to sue the Covered Executive for repayment and/or enforce the Covered Executive’s obligation to make payment through the reduction, cancellation or forfeiture of outstanding and future compensation, including equity-based awards. Any reduction, cancellation or forfeiture of compensation shall be done in compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.
| 5. | No Indemnification |
The Bank shall not indemnify any Covered Executive against the loss of any Erroneously Awarded Compensation for which the Committee has determined to seek recoupment pursuant to this Policy.
| 6. | Committee Determination Final |
The Committee shall have complete discretion to make determinations with respect to the Policy in a manner that effectuates the purpose of the Listing Rules, and any determination by the Committee with respect to the Policy shall be final, conclusive and binding on all interested parties.
| 7. | Amendment |
The Policy may be amended by the Committee from time to time, to the extent permitted under the Listing Rules.
2
| 8. | Non-Exclusivity |
Nothing in the Policy shall be viewed as limiting the right of the Bank or the Committee to pursue additional remedies or recoupment under or as required by any similar policy adopted by the Bank or under the Bank’s compensation plans, award agreements, employment agreements or similar agreements or the applicable provisions of any law, rule or regulation which may require or permit recoupment to a greater degree or with respect to additional compensation as compared to this Policy (but without duplication as to any recoupment already made with respect to Erroneously Awarded Compensation pursuant to this Policy). This Policy shall be interpreted in all respects to comply with the Listing Rules.
| 9. | Successors |
The Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
Monitoring and Control
Throughout the year, Finance will immediately inform Human Resources of any Restatement that will occur. Annually, the role of Chief Accountant and Controller will provide a formal attestation to Human Resources confirming whether or not a Restatement was required.
In the event of a Restatement, the amount of Incentive Compensation to be recouped and the form of recoupment will be recommended to the Committee by Human Resources for review and approval.
Exception Management
Notwithstanding anything in this Policy to the contrary, Erroneously Awarded Compensation need not be recovered pursuant to this Policy if the Committee (or, if the Committee is not composed solely of Independent Directors, a majority of the Independent Directors serving on the Board) determines that recovery would be impracticable as a result of any of the following:
| (a) | the direct expense paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered; provided that, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on expense of enforcement, the Bank must make a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to recover, and provide that documentation to the Exchange; |
| (b) | recovery would violate home country law where that law was adopted prior to November 28, 2022; provided that, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country law, the Bank must obtain an opinion of home country counsel, acceptable to the Exchange, that recovery would result in such a violation, and must provide such opinion to the Exchange; or |
3
| (c) | recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Bank, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and the regulations thereunder. |
Ownership and Annual Review
| Policy Owner |
| The Policy is owned by the Head of Human Resources, TD Bank Group. |
| Policy Approval |
| The Policy is reviewed and approved by the Committee not less than every three years. Non-substantive amendments may be approved by the Policy Owner. |
| Policy Contact |
| The VP, HR, Executive Compensation |
Roles and Responsibilities
The Policy Owner (or delegate) is responsible for communicating the roles and responsibilities of those involved in the process and for ensuring that the Policy operates effectively.
Policy Review Cycle
| Dates/Timing | Details | |
| Approval Date | September 20, 2023 | |
| Effective Date | October 2, 2023 | |
| Review Frequency |
This Policy will be reviewed no less frequently than every three years. | |
| Next Review Date |
August 31, 2026 | |
Legal or Regulatory Requirements
The Policy has been prepared to comply with the requirements outlined in Section 303A.14 of The New York Stock Exchange Listed Company Manual, as such section may be amended from time to time.
4
Definitions
“Committee” shall mean the Human Resources Committee of the Board of Directors.
“Covered Executives” shall have the meaning set forth in Section 1 of this Policy.
“Erroneously Awarded Compensation” shall mean the amount of Incentive Compensation actually Received that exceeds the amount of Incentive Compensation that otherwise would have been Received had it been determined based on the restated amounts, and computed without regard to any taxes withheld or paid. For Incentive Compensation based on stock price or total shareholder return, where the amount of erroneously awarded Incentive Compensation is not subject to mathematical recalculation directly from the information in a Restatement:
| A. | The calculation of Erroneously Awarded Compensation shall be based on a reasonable estimate of the effect of the Restatement on the stock price or total shareholder return upon which the Incentive Compensation was Received; and |
| B. | The Bank shall maintain documentation of the determination of that reasonable estimate and provide such documentation to the Exchange. |
“Exchange” shall mean The New York Stock Exchange.
“Executive Officer” shall mean a member of the Senior Executive Team, the role of Chief Accountant and Controller, and any other executive meeting the criteria outlined in the Listing Rules.
For reference: the Bank’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Bank in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Bank shall each be considered an “Executive Officer”. Executive officers of the Bank’s parent(s) or subsidiaries shall be deemed executive officers of the Bank if they perform such policy-making functions for the Bank.
“Financial Reporting Measures” shall mean measures that are determined and presented in accordance with the accounting principles used in preparing the Bank’s financial statements, and any measures that are derived wholly or in part from such measures, including, without limitation, stock price and total shareholder return (in each case, regardless of whether such measures are presented within the Bank’s financial statements or included in a filing with the Securities and Exchange Commission).
“Fiscal Year” shall mean the Bank’s fiscal year; provided that a Transition Period between the last day of the Bank’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months will be deemed a completed fiscal year.
“Incentive Compensation” shall mean any compensation (whether cash or equity- based) that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure, and may include, but shall not be limited to, performance bonuses and long-term incentive awards such as stock options, stock appreciation rights, restricted stock, restricted stock units, performance share units or other equity-based
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awards. For the avoidance of doubt, Incentive Compensation does not include awards that vest exclusively upon completion of a specified employment period, without any performance condition, and bonus awards that are discretionary or based on subjective goals or goals unrelated to Financial Reporting Measures. Notwithstanding the foregoing, compensation amounts shall not be considered “Incentive Compensation” for purposes of the Policy unless such compensation is Received (1) while the Bank has a class of securities listed on a national securities exchange or a national securities association and (2) on or after October 2, 2023, the effective date of the Listing Rules.
“Independent Director” shall mean a director who is determined by the Board to be “independent” for Board or Committee membership, as applicable, under the rules of the Exchange, as of any determination date.
“Listing Rules” shall have the meaning set forth in the “Purpose” section of this Policy.
Incentive Compensation shall be deemed “Received” in the Bank’s fiscal period during which the Financial Reporting Measure specified in the Incentive Compensation award is attained, even if the payment or grant of the Incentive Compensation occurs after the end of that period.
“Restatement” shall mean an accounting restatement due to the material noncompliance of the Bank with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the Bank’s previously issued financial statements (“Big R” Restatement), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (“little r” Restatement).
“Transition Period” shall mean any transition period that results from a change in the Bank’s Fiscal Year within or immediately following the three completed Fiscal Years immediately preceding the Bank’s requirement to prepare a Restatement.
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| This ‘40-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 8/31/26 | ||||
| Filed on: | 11/30/23 | 424B2, 6-K, FWP | ||
| For Period end: | 10/31/23 | 424B2 | ||
| 10/2/23 | 424B2, FWP | |||
| 9/20/23 | 424B2 | |||
| 11/28/22 | 424B2, FWP | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/06/23 Toronto Dominion Bank 424B2 1:161K Donnelley … Solutions/FA 12/04/23 Toronto Dominion Bank 424B2 1:161K Donnelley … Solutions/FA 12/01/23 Toronto Dominion Bank S-8 12/01/23 5:110K Donnelley … Solutions/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/14/23 Toronto Dominion Bank 6-K 2/14/22 2:1.5M CNW Group Ltd./FA |
