The Toronto-Dominion Bank's CEO Hosts Annual Shareholder Meeting (Transcript)

| About: Toronto-Dominion Bank (TD)

Toronto-Dominion Bank (NYSE:TD)

Annual Shareholder Meeting

April 04, 2013 9:30 am ET


Brian Michael Levitt - Chairman, Chairman of Corporate Governance Committee and Member of Human Resources Committee

W. Edmund Clark - Chief Executive Officer, President and Non-Independent Director

William E. Bennett - Independent Director, Chairman of Audit Committee, Member of Risk Committee and Member of Corporate Governance Committee

Cathy Tardioli

Laurel Savoy - Senior Vice President

Brian Michael Levitt

Now I declare the meeting open and call to order. I'm Brian Levitt, Chairman of the Board of the TD Bank group. I will act as Chairman of this meeting, as stipulated by the bank's bylaws. I'd like to extend a warm welcome to our shareholders in the room today who have traveled from near and far to attend TD's 157th Annual Meeting. And to those who have joined us by webcast or by phone, [French]. We are delighted to host today's meeting in our nation's capital. You will notice that we have placed a headset on each chair. Shareholders may ask questions or make comments in either official language. Channel 1 will allow you to listen in English. [French] The headsets allow you to listen in French on Channel 2 on the ballroom. If you have a question and are participating from the adjacent room, we have volunteers on hand to escort you to a microphone. We have sign language interpretation and captioning in English on the left side of the room and in French on the other side. [French] I'd ask that you please turn off your personal communication devices since they create interference with our live webcast. Thank you.

[French] First of all, I would like to greet our employees in the room, especially the 90 Vision in Action people of 2012, 30 coming from the states. These are our best employees, and to show them how much we recognize their efforts, we invited them to join us here in Ottawa. On behalf of the board, I would like to compliment them for their exceptional contributions.

On my left, your right, is Ed Clark, Group President and Chief Executive Officer of the bank. And next to Ed is Kevin Thompson, Vice President, Legal, and Corporate Secretary of the bank. Our directors and officers are all wearing green TD nametags and are available for questions after the meeting. Kevin Thompson will act as Secretary of the meeting, Laurel Savoy and Pat Lee are representatives of Canadian Stock Transfer Company Inc., the bank's register and transfer agent. They will act as scrutineers.

I've received satisfactory proof that the notice calling this meeting was duly publicized and sent to shareholders of the bank, and a quorum being present, I hereby declare the meeting duly constituted. We have placed a booklet on each chair that contains today's agenda on the front cover. The agenda will also appear on the screens as we go through the business of the meeting.

Before we begin with today's proceedings, I want to comment on the announcement that the board made yesterday regarding CEO succession and which has been widely reported in the media. Ed Clark informed the board of his intent to retire as Group President and CEO on November 1, 2014, approximately 19 months from now. In line with our succession planning, the board announced that Bharat Masrani, President and CEO, TD Bank, America's Most Convenient Bank, will be the bank's next CEO. As part of this CEO transition, Bharat will become Chief Operating Officer, TD Bank Group, effective July 1 of this year.

In addition, to ensure that the transition is seamless and orderly and that the bank does not lose momentum during this period, we have also announced a number of other senior appointments that will occur effective July 1. The designation of Bharat as Ed's successor and these appointments are the conclusion of an intensive and ongoing succession planning and talent management process undertaken by the Board of Directors directly and through its Human Resources Committee. These decisions represent a conscious choice by the board to maintain the bank's culture, values and strategy, which have produced outstanding results for our customers, employees and shareholders in recent years and saw us through the recent financial crisis without a loss of growth momentum. Simply put, the sources of our competitive edge and winning ways remain intact.

The board believes that under the leadership of Ed and then Bharat, this team of seasoned executives, steeped in the TD culture and values, with many years of working together to implement the TD strategy, will continue to deliver for the benefit of all the bank's stakeholders. We're extremely excited about the next chapter of TD's growth story. Please join me in congratulating and expressing our confidence in Bharat and TD's leadership team.

This is not the time to pay our tributes and express our gratitude to Ed. He will, after all, remain our CEO for more than a year. But I will say that great leaders leave an organization in better shape than when they first joined it. They set others up for success, and they make sure that the best days are always ahead of the institution they lead. That's the hallmark of Ed's time at TD. It helps to explain why he's so widely admired at our bank and respected around the world. Indeed, Ed was recently named one of the top 30 CEOs of the world by Barron's Magazine for the second year in a row, a testament to his leadership skills. Please join me in expressing our thanks to Ed.

Now let's get back to the business of the day. In 2012, TD achieved record results during a year of slow economic growth. The bank had strong earnings from Canadian and U.S. Personal and Commercial business, as well as from TD Securities. Recently, we received our first quarter -- we released our first quarter results, which proved to be a great start to the year, driven by strong earnings from our North American retail businesses. Ed will go into more detail about the bank's performance in 2012 and to date, but I'd like to acknowledge the efforts of TD's leadership team and the more than 85,000 employees across Canada, the United States and beyond who made this record results possible. In particular, I'd like to recognize our 90 Vision in Action Award recipients for 2012, including 30 employees from the U.S. These are TD's top performers. To let them know how much we appreciate their efforts, we have invited them to join us here in Ottawa. On behalf of the board, I'd like to congratulate the winners for their tremendous contributions.

Now let me comment on a few matters related to the board. One of our current directors and former chairman is not standing for reelection this year, John Thompson, who's in the audience with us today. I've had the privilege of getting to know John over the past few years, and I'd like to recognize his contribution over his 24 years as a director, including 7 years as chair. John oversaw a successful CEO transition from Charlie Baillie to Ed Clark. He presided over the board's deliberations which authorized the bank's entry in the U.S. retail banking. He led the TD board through the global financial crisis and the changing expectations of investors, regulators and the general public for performance by Boards of Directors of financial institutions. On behalf of the entire Board of Directors of TD Bank Group and all the employees, I'd like to express our sincerest gratitude to John for the invaluable contribution he's made to the bank for more than 2 decades. May I ask you, please, to stand and be recognized?

On your behalf, I'd also like to thank all of our directors for their leadership and hard work this year. Together, we continue to remain focused on leading corporate governance practices. We believe that strong corporate governance is critical to any organization's ability to achieve sustainable growth and create long-term shareholder value. Looking ahead, the board remains committed to providing ongoing strategic counsel to the senior executive team, evolving our practices to meet the needs of a challenging economic environment and continuing to ensure that TD's decisions align with its conservative risk appetite.

[French] In order to end, we are convinced that management and employees will continue to have a higher yield and ensure the growth on the long term. I'm now going to turn the floor over to Ed, but before I do that, I'd like to point out that the discussions during the meeting today may contain forward-looking statements about the bank's outlook and objectives and our strategies to achieve them. By their very nature, these statements involve assumptions on the bank's part and are subject to various risks and uncertainties. For that reason, the bank's actual results could differ materially from the expectations discussed. For additional information on the material factors and assumptions underlying forward-looking statements, I refer you to the bank's 2012 annual report as updated and any subsequently filed quarterly reports to shareholders, which includes a description of factors that could result -- or that could cause actual results to differ and can be found on the bank's website at I'd also like to remind you that the bank uses non-GAAP financial measures, which it calls adjusted results, to assess each of its businesses and to measure overall performance. Ed will be referring to adjusted results in his remarks. The bank believes that adjusted results provide a better understanding of how management views the bank's performance. Additional information and a reconciliation of the bank GAAP and adjusted results is available in our 2012 annual report available on

And now please welcome your Group President and Chief Executive Officer, Ed Clark.

W. Edmund Clark

Good morning. Thank you, Brian. As Brian noted, we have some pretty exciting news yesterday, and I just want to start off by saying I'm quite jazzed by what's going on. I think this is fantastic. I'll talk a little bit about our leadership transition towards the end, but I just want you to know how I feel about this. My main purpose here is to talk about our performance in 2012 and how we're going to continue to serve your interest, the shareholders, in the future.

But first, it's a little bit nostalgic for us because this is 8 years ago that we are here, and it's just great to be back in Ottawa for myself and for family. We raised our family here. [French] I am delighted to be in Ottawa again. Now you'll say that we're one of the oldest and largest private employers in Ottawa, with 2,700 employees serving 300,000 customers and 21,000 businesses. Since 2005, when he held our last Annual General Meeting here, we've actually been able to add -- grow and add to our local footprint. So today, we operate in 44 locations in Ottawa, [indiscernible]. And through that period and going in the future, we've continued to invest and grow.

In 2011, we acquired Ottawa-based MBNA Canada. Now this has been a terrific acquisition where we got a great business, but we also got great people. And we're now embarked on a major investment program to provide it with the most advanced credit card platform in North America. And this is going to position us well for future growth. Indeed, as we expand our North American presence, we create new opportunities in our home market. More than 2,000 jobs have been created in Canada as a direct result of our U.S. expansion.

Another core feature of us is giving back. It's an important part of our culture, and our team in Ottawa is particularly passionate about doing that. Last year, TD made more than $1.8 million in donations to local groups. [French] Yesterday, we announced a gift of $300,000 to the Ottawa Inuit Children's Centre in order to offer access to education program in a framework which protects and teaches the Inuit culture and heritage. Through the National Arts Centre's Northern Scene series, it's going to showcase 250 performing and visual artists for Nunavut, Yukon and Northwest Territories.

Now for us, 2012 capped off a remarkable decade of growth and transformation. For the fourth consecutive year, we had record-setting earnings. Total earnings were $7.1 billion, up 10% from 2011. Our conservative risk appetite continues to set us as an institution apart -- delivering above-average return on risk-weighted assets compared to our American or our Canadian peers. We are one of the strongest and most stable banks in the world, the safest in North America according to Global Finance. And we have an incredible global brand. Indeed, we have the #1 brand among all companies in Canada. Our leadership and service has been validated by J.D. Power, which has awarded TD its top customer service award in Canada for 7 straight years. Indeed, no other Canadian bank has ever even won this award.

In the U.S., Money Magazine named TD as simply one of the best banks in America. But we remain forward-focused. We want to continue to find new opportunities for growth, and we did that in 2012. We acquired Target's existing U.S. Visa and private label credit card portfolio, which now puts us among the top 10 credit card issuers in North America. We also acquired Epoch Investment Partners, an incredibly successful New York-based asset management firm with an outstanding record of investment performance. Now this acquisition is going to significantly advance our organic growth strategy for TD North America's Wealth business.

Turning to our business results, TD Canada Trust posted $3.4 billion in earnings in 2012, an incredible gain of 12% from the previous year. These results were driven by great volumes in both growth in loans and in deposits. TD Bank, America's Most Convenient Bank, had a strong year with more than $1.4 billion in earnings, up 10% from the previous year. We also surpassed a major milestone by opening our 1,300th U.S. location, which makes TD, America's Most Convenient Bank, the 11th largest U.S. bank by stored network, but we are the eighth largest U.S. bank by deposits. Wealth posted record earnings surpassing the $800 million mark for the first time. And we did this by increasing trading volumes and taking market share despite a volatile market.

Now this business includes TD Ameritrade, which gathered assets at double-digit rates for the fourth consecutive year in 2012. They outpace the competition in attracting new customer assets, and they remain an industry leader in trades per day.

TD Insurance also had record earnings at more than $550 million and, once again, exceeded $3 billion in premiums for the third consecutive year. TD Insurance is the #1 direct writer of home and auto insurance in Canada.

Finally, TD Securities showed strong core revenue growth and produced solid earnings of $880 million, achieving a great return on equity of more than 21% despite the incredible challenging headwinds that they faced and a very tentative capital market.

So let's now take a closer look at our remarkable decade of growth and transformation. 2002 was the year that we officially completed the TD Canada Trust merger. It remains the largest and most successful merger in Canadian banking history. But as you know, we didn't undergo that integration simply to build a bigger bank. We did it so that we had the opportunity to build a better bank, and I am proud to say that we did. And we are continuously focused on doing so in the future.

Let me just give you some numbers. Since 2002, after the merger, our customer base has nearly doubled. Our retail network has doubled. Our workforce of over 85,000, strong, has doubled in size. Both our assets and deposits have more than doubled. Let's talk about earnings. Our earnings have more than quadrupled over the past decade. Over that period, we delivered compound annual earnings growth of 17% and compound annual earnings growth per share of 13%. Our market cap has almost quadrupled, taking us from the 30th largest North American bank to the sixth largest today. And if we look at all the North American banks and the European banks together, we're the seventh largest.

So what does this mean for the average shareholder? Well, our share price has tripled. We delivered higher total shareholder return relevant to either our Canadian peers or relative to our U.S. peers over the past 3-, 5- and 10-year periods. In 2012, we raised our dividend twice then increased it again this past quarter, reflecting our stated aim to continue increasing our dividend twice a year as we progress towards our new midpoint of a higher payout range. TD has grown its dividends nearly twice as fast as the Canadian peer average since the start of the financial crisis.

Now what does this mean for you as an investor? Well, if you had made $1,000 investment in TD stock in 2002 and then reinvested the dividends since that period, that $1,000 investment is now worth $4,000. And additionally, that $1,000 investment, which originally, 10 years ago, was paying you $38 in dividends, is now paying you $110 on a $1,000 investment.

Now how did we do that? Well, we did it by focusing on some fairly simple strategies that have 5 key elements. First, we have this incredible commitment throughout the organization to build franchise businesses. And franchise businesses are businesses that have true advantages for people, for customers and clients. They are very difficult to duplicate, and they produce, for the whole world, repeatable earnings. And how do we do that? Well, we build our bank around a very simple notion: What do customers and clients want? Well, they want them -- we want -- they want their bank to help them start to grow their businesses. They want their bank to help them save for retirement or to borrow sensibly to achieve their goals. They want us to protect customers' money, enable it to move around the world quickly and safely.

We focus our security dealers -- and we launched this 8 years ago, in 2005, a mission statement to be a franchise securities dealers, not a dealer that's a -- runs a casino and places bets and bets against its customers, but a dealer that's built around serving our clients' interest and creating value in the real economy. And it's been tremendously successful. TD Securities has earned a leadership position in equity block trading, M&A, syndicated loans, corporate debt and equity underwriting, and we've got some good publicity today for that.

Our conservative risk management philosophy, of course is next, and it's very key to how we run the bank. We only take on risks that fit our business strategy and that can be understood and managed. We don't bet the bank. We don't bet on any single acquisition, any single product or any single business, and we never take risks that may harm our brand. I have a simple test. Would I sell that product to anyone in my family? And if the answer is no, we shouldn't sell it to anyone.

Third, we continue to turn customers into loyal fans because of this relentless focus on service and convenience. As you know, our doors are open longer than any of our U.S. or our Canadian competitors. In Canada, it's almost 50% longer. And we work continuously to find better locations to serve the market. About 60 new branches, we rolled out this year across North America. Of all the new branches opened up by major Canadian banks over the past 8 years, more than 30% of them have been TD branches.

Now an important feature is that we also recognize that what our customers want and our clients want is not a bank that's just there in good times. They want a bank to be there when they need the bank in tough times. [French] During the recession, we launched a program to help Canadians to take their finances in hand, thanks to options of flexible payments and payments put forward or for a later time for their home loans itself and consolidations of loans. [indiscernible] to be able to grow and take market share year in, year out.

Indeed, since 2007, TD Canada Trust has grown its personal and mortgage loan volume by 64%, ahead of the 50% growth rate delivered by our Canadian peers. Over the same period, we've increased our market share in commercial banking by 25%, an unprecedented shift in market share.

In the United States, as they were going through the downturn, TD Bank, America's Most Convenient Bank, was the only top 10 bank in America to grow its lending quarter after quarter throughout the entire crisis and downturn. Now what does this growth mean? Well, what it does is enable us to continuously reinvest earnings to improve our services, to enhance our brand and to focus on growth. Very importantly, the final thing we do is we strive to be the best-run bank, and that means doing the right thing at the right time for the customers and the clients. We celebrate operational excellence and are deeply committed to continuous improvement, which will lower our cost base and then again, allow us to reinvest for the future. And that does mean that we have to have a relentless focus on managing our expenses in order to improve productivity that will, in the end, enhance the customer and employer experience.

Now we all know that none of this is possible without the best people in the business, and so we have sought to become an employer of choice. And to do that, we are determined to create a comfortable and inclusive environment where people could be themselves and then more importantly, to be their best selves. And to this end, our performance culture allows employees to reach their full potential. And I think you have to do, to do that, you've to got break down any barriers that may impede our employees' ability to grow and develop. We have to find ways to unlock human potential, and we have to create our next generation of leaders. That's the spirit driving our incredible focus on diversity.

I'm very proud to tell you that TD consistently ranks as one of the best places to work in Canada and in the United States. We were selected as one of Canada's based diversity employers. And recently, we're also named one of Canada's best employers for new Canadians. For 4 consecutive years, the Human Rights Campaign Foundation has recognized TD as one of the best places to work for lesbian, gay, bisexual, transgender equality.

Now let me narrow a little bit to looking forward. What's going to happen? Well, we had a great start to 2013. In fact, to be honest, our results exceeded our expectations. Total earnings in the quarter were $1.9 billion, up 9% year-over-year. We had great loan growth, great deposit growth in our Personal and Commercial Banking businesses in both Canada and in the United States, as well as impressive growth in our Wealth and Insurance businesses. While our wholesale bank had a softer quarter, the business's underlying performance was great. Now your city's motto, Advance-Ottawa-En Avant, make me think -- give me an opportunity to tell you how we're going to change our story and grow our story in the coming years.

But first, a little context. The world is a different place and so is the banking industry since we last held our Annual Meeting here in 2005. Thanks to prudent policies and a strong response to the financial crisis from the government, the Bank of Canada and our regulators, Canada managed very well through the world economic crisis, and we came out relatively unscathed. However, as we look forward, Canada, and importantly, by extension, TD, has learned that we are not immune to global economic events.

Europe has stabilized, but a full recovery remains years off, and the capital markets remain very nervous about developments in Europe. The United States avoided the fiscal cliff, and the economy's fundamentals are actually quite strong. But the U.S. must deal with its deficit issue, and this is going to prove to be a major headwind on economic growth. Fundamentally, the challenge here is, frankly, more political than economic, and I'm confident that the political gridlock will eventually be broken. And I'm hopeful, I'm hopeful that our leaders will make the hard choices necessary for sustainable growth.

In Canada, we must realize that many of our advantages, the advantages that got us through the recession, have now been reduced. Our dollar is close to par with the U.S. greenback. Global demands for our commodities has softened somewhat. The federal government and most of the provinces, having run significant deficits, are beginning to constrain spending and looking for new sources of revenue. Personal debt is at a record high. The housing market is cooling. Moreover, as a country, we still face many of the longer-term structural issues which bedeviled many Western nations, including Canada.

Productivity is one of our more pressing challenges. Simply put, the wealth of any nation is ultimately determined by its productivity growth. Unfortunately, among Western economies, we, in Canada, are falling behind. And compounding this, demographic changes will also impact per capita income growth. We can expect slower per capita income growth and, in turn, slower government revenue growth. This comes at a time when our aging population is going to put greater demand on public services. Like many Western countries, we are facing the problems as well of growing inequality and the decline of the working middle class.

So all of these will likely contribute to slower economic growth in Canada, perhaps, about 1.5% growth in 2013. And we are likely to grow less than the U.S. over the medium term. So what does this mean for us as Canadians? It means we cannot be complacent. And for us at TD, rest assured, we won't be either. As TD has shown and our growth story tells you, we are not going to be complacent. Yes, we remain in a slow growth economy and a low interest-rate environment, and that is hard. It's a hard environment for a deposit-based bank like TD. So it is going to be tougher to meet our target of 7% to 10% adjusted EPS growth. And you can see that in our stock price, which has, frankly, not had much growth in the past year because the market is worried that we won't be able to match previous performances. But I'm here to tell you that I am confident, absolutely confident, about our future's success because we're going to do the fundamentals. We're going to focus on growth, and we're going to focus on continuing to build a great franchise.

We have this unique strength of our service and convenient model that will continue to allow us to differentiate ourselves in the marketplace.

We also are very well positioned to rotate the sources of earnings growth as a result of having a diversified set of businesses. Let me give you an example, business banking. Another example, credit cards and wealth management. And clearly, our unique position in the United States, given the growth prospects of the United States versus Canada, gives us a core advantage as the U.S. recovers.

TD also, always, as you know, looks ahead to get ahead, and we have to recognize that customers' preferences are changing. They're evolving. We are absolutely committed to making sure that we can provide financial services as just as comfortably with Internet banking and mobile devices as we've done with our branches and our call centers. We have a tradition of anticipating the next frontier in customer service and convenience. We were pioneering the introduction of full-service ATMs; the first to offer 24x7 live operator full-service telephone banking; the first web-based trading platform; the first Internet brokerage service in Canada, which is -- we are in today, the only discount brokerage in Canada to offer 24x7 service in 4 different languages.

Today, in the United States, the leader of mobile trades per day is TD Ameritrade. And in Canada, the most popular mobile banking application is ours. We continue to respond to customers who are choosing to do more of their banking through mobile devices.

For instance, in the United States, we've seen the number of mobile bill payments more than double in 2012 alone, and 1/3 of the transfers were completed on a mobile device. That's a very clear indication that being able to serve our customers anywhere, anytime, on any device is what we're going to have to do to set ourselves apart.

We're also going to evolve and leverage this incredible thing we've done, which is to build a North American-size and scope bank. So a simple pitch. For those of you who travel to the United States or have a place south of the border, here's my sales pitch: no other institution, no other institution is better positioned than us to deliver you simple, easy, convenient ways to manage your cross-border banking. We are the only Canadian banks that offer its customers the ability to see their U.S. and Canadian accounts in one single view online. This is just one of the many offerings that illustrate why we are able to say and position ourselves as 2 countries, 1 bank, 1 TD.

So let's put this growth opportunity in perspective. We know that 60% of adult Canadians have U.S. banking needs and that we operate in 70% of the U.S. markets that those Canadian visit. Since the start of this year, more than 50,000 Canadians have opened U.S. banking checking accounts or received U.S. dollar credit cards from TD. Our new Hallandale, Florida location is a great example of able to leverage this North American feature that we have. In just 2 months, 1/3 of the accounts opened in that branch in Florida were opened by Canadians.

I now want to turn, which is, for me, the favorite part of my meeting, the Annual General Meeting. This speaks to what we are as a company, what we are as a company that's all built around people. This is where it's all about. But I get the chance to not just introduce people that work with us, but incredibly exceptional people who are the people that deliver our strategy and execute it at the highest level in the bank.

As Brian noted earlier, among you today are 90 Vision in Action recipients. [French] They are very numerous, and they show our commitment to our customers, as well as our shareholders. They represent the best. And this year, they've had the honor of being the first to participate in a new event for us, a community-giving event. Each winner was able to choose to volunteer their time with 1 of 3 important Ottawa charities. These include the Children's Hospital of Eastern Ontario, The Ottawa Inuit Children's Center and the Carp Ridge Forest School. What a great idea, a truly great experience for everybody involved and an incredible testament to our belief that we don't just work in communities, we are here to work for them. I'll ask them now to rise so we can all congratulate them on their incredible achievements.

Terrific. Tonight, we're going to have a great time celebrating, and we may even do a little dancing, eh? So have a good sense [ph].

I'd like to echo and take this opportunity to say some words about John Thompson, who, as Brian mentioned, has served our -- you, the shareholders, incredibly over the last decades. Brian describes some of John's earlier -- here earlier today, described some of his contributions. But I want to put a personal word on this because I can tell you -- well, I would not have been the CEO that I have been, good or bad -- I won't give him the credit for the bad part, just the good part, but I wouldn't have been able to do this job without John. I have benefited just absolutely, incredibly, enormously from his advice and counsel many years. And so along with the bank, John, I personally, and I know my management team, owes you a deep, deep gratitude. Thank you, John.

So I want to go back to what I started out with, the exciting announcement we made yesterday. And Brian mentioned that Bharat, my partner, has been chosen my successor, November 4, 2014. I really have to tell you, I just couldn't be more excited -- have been excited about all of this choice, but I've been excited by the team. I'm excited by the organization that we've done. This is just an incredible transition that's going exactly the way I've dreamed of. Bharat is going to bring to this job, those of you who know him well, just an incredible business acumen. But he brings much more than that, and this is the important thing: he brings that commitment not just to our business strategy but our unique, transparent and inclusive culture. [French] I am delighted that Bharat will bring enormous business acumen to this job, as well as a commitment to follow our business strategy and maintain our unique, transparent and inclusive culture. [indiscernible], what's been exciting about this was not just Bharat's appointment, but that we were able to follow-up with a whole announcement of a series of internal promotions, which reinforces the critical management message to you.

You have an incredible management team, just an incredible team that works together, that understands the business, that carries this culture, and they produce spectacular results. And they are the ones that have built this great franchise. And so this is a great day for TD as this team is united around the succession process and the task that we have going forward. Bharat, come up, and please join me on this stage.

Transitions involve change, and change is absolutely necessary for an organization to continue to grow and develop. But great transitions involve change with continuity, the continuity of the things that really matter, that make you what you are. As I've said in some of the interviews, Bharat has been my business partner since almost the day I arrived at TD. And I know that I speak for Bharat that both of us understand that without our fabulous team and the great leaders who report to them, we just can't build a better bank. Both of us are incredibly excited about the future for TD and the journey that lies ahead. On behalf of both Bharat and I, I want to thank you. Thank you for your continual support. Thank you for the confidence. You know we look incredibly forward to the privilege of getting to serve you in the future. [French]. Thank you very much.

Brian Michael Levitt

Great. Thanks very much, Ed.

At this point, I'd like to move to the official part of the proceedings. I'd first like to recognize the fact that all of the ushers here today are employees. In addition, the movers and seconders for the motions presented by the bank are directors or employees who are also shareholders. To help with the counting of ballots, we have prepared 2 ballots for the motions before us today. We have prepared a green ballot for the first 3 items of business: the election of directors, appointment of the auditor and the advisory vote on the bank's approach to executive compensation.

For the advisory vote, a description of the matter and the related resolution is fully set out in the management proxy circular. A blue ballot has been prepared for the 7 shareholder proposals to be voted on today. The 7 proposals, along with the proposer's statements and the board's responses, are fully set out in the management proxy circular and in the booklet I referred to earlier.

We had a registration desk at which ballots were made available to shareholders and proxy holders. In addition, the scrutineers have a supply of ballots in both English and French. I would ask them and their assistants to now distribute this set of ballots to any proxy holder or shareholder who did not register at the registration desk and who has not completed a proxy. As the attendants pass among you, please indicate if you'd like to receive a set of ballots by raising your hand. If you have already sent in a proxy, there's no need to complete a ballot. When you sign your ballots, please print your name clearly above the signature. Anybody need ballots?

Just to clarify our policy on proxies for shareholder meetings, when proxies are submitted to the register and transfer agent, they are counted and tabulated by their officers. The scrutineers of the meeting then verify and report the results. A simple majority of the votes cast in person or by proxy is required to pass each of the matters to be voted on today. In the interest of having an open, fair and orderly meeting, the booklet we have made available contains guidelines for shareholder participation on the front cover. These guidelines are based upon the rules of order, as well as common sense and courtesy. They will help ensure that we get through our agenda in a businesslike manner and a reasonable amount of time.

I ask each speaker to please keep your comments brief and to the subject under discussion so that all shareholders will have an opportunity to participate. If you have additional questions and if there is sufficient time, you will be recognized again after we have heard from others who are waiting to speak. On behalf of your fellow shareholders, thank you in advance for your cooperation.

Copies of the Annual Report, which contains the bank's 2012 financial statements and the auditor's report thereon, were sent to shareholders in advance of the meeting. You can also obtain a copy of our 2012 Annual Report at the entrance to the room or on our website at

We will now open the floor to any questions or comments from shareholders or proxy holders directly related to the 2012 financial statements. If you have questions or comments that are not directly related to the 2012 financial statements, please hold them until the appropriate point in the meeting. Are there any questions regarding the financial statements?

Seeing none, we will now move to the election of directors. To facilitate the introduction of the board nominees, we have prepared a slide presentation that introduces each of them. I'm pleased to report that all director nominees are present today.


Brian Michael Levitt

Thank you. I'd like to ask all the board nominees to stand and be recognized, please. Information about each of the nominees was also included in the management proxy circular. The Board of Directors has fixed the number of directors to be elected at 14, and I confirm that all the nominees are eligible for election.

I now call in Michael Lafontin [ph], Sales Manager, Commercial Bank, to nominate the directors for the coming year.

Unknown Executive

Thank you, Mr. Chairman. Good morning, everybody. I nominate each of the persons whose name appears in the management proxy circular, under the heading Director Nominees, to be a director of the bank until the close of the next annual meeting of Shareholders.

Brian Michael Levitt

Thank you, Michael. Are there any questions or comments about the election of directors? Seeing none, I declare the nominations closed, and we will move to Item #1 on the green ballot, which relates to the election of directors. Please mark it now.

Next item on the agenda is the appointment of the auditor. The board recommends that Ernst & Young LLP be appointed as auditor of the bank until the close of the next annual meeting. With us today representing Ernst & Young are Steve Aldersley and Tom Kornya. Gentlemen, would you please stand and be recognized.

I'd now like to call on Bill Bennett, Chair of our Audit Committee, to make this motion.

William E. Bennett

Thank you, Mr. Chairman. I move that Ernst & Young LLP be appointed the auditor of the bank until the close of the next annual meeting.

Brian Michael Levitt

Thank you, Bill. I'll now call on Farag Yusuf [ph], Branch Manager, TD Canada Trust, to second that motion.

Unknown Executive


Brian Michael Levitt

Thank you, Farag [ph]. You've heard the motion. I invite any shareholders or proxy holders with questions or comments regarding the appointment of the auditor to approach one of the microphones.

Unknown Shareholder

I'm a shareholder. My name is Erica Tiedeman [ph]. And regarding the auditor, the reappointment of Ernst & Young auditor, TD Bank and its affiliates have grown tremendously over the years. I can hardly believe that Ernst & Young only receives $25,000 for auditing this huge Canadian bank, which has grown tremendously. What is the auditing -- what is the function of an auditor but to audit the books of a company and find wrongdoing? How can a fee of $25,000 find wrongdoing in a big, huge, growing company? Though global is everybody's marked battle. It could make companies bankrupt like Nortel. The darling of the Canadian stock market in its heyday. It is unimaginable how much money people lost in that enterprise of Nortel. Most people do not know because they were indirect investors in mutual funds, et cetera, who are directing the path of our industries.

Brian Michael Levitt

Thank you, Madam. I think I'm going to call -- as you know -- sorry. I think first of all, I think you missed a few zeros. That's million, not thousand.

Unknown Shareholder

Oh! See, I didn't see the millions on top of your thing. Oh, yes. That makes more sense.

Brian Michael Levitt

Yes. Thank you.

W. Edmund Clark

But I think you've actually created a little value-added opportunity. So I'm going to talk to Ernst & Young and say that it's a bid-ask, it's $25,000 or $25 million. Let's see if we can get a little better fee out of you. Thank you.

Brian Michael Levitt

Is there another bid? If there are no further questions, we'll move to the marking of the ballot. The appointment of the auditors is item #2 on your green ballot. Please mark it now.

Your green ballot will be collected by the scrutineers following the next item of business, so please hold on to it until then.

The next item of business on the agenda is the advisory vote on the bank's approach to executive compensation. Shareholders and proxy holders may vote for or against a non-binding advisory resolution on the approach to executive compensation disclosed in the report of the human resources committee and the Approach to Executive Compensation sections of the management proxy circular. The shareholders' resolution is set out on Page 5 of the management proxy circular under the heading Advisory Vote on Executive Compensation.

I would now like to call on Cathy Tardioli, Branch Manager, TD Canada Trust, to present a motion for this resolution.

Cathy Tardioli

Thank you, Mr. Chairman. I move that the resolution set out in the management proxy circular under the heading Advisory Vote on Executive Compensation be passed.

Brian Michael Levitt

Thank you, Cathy. I'd now call on Katie Dunleavy [ph], Affinity Business Team Manager, MBNA, to second the motion.

Unknown Executive

Thank you, Mr. Chairman. I second the motion.

Brian Michael Levitt

You've heard the motion. I invite any shareholder or proxy holder with questions or comments concerning this item to approach one of the microphones.

Unknown Shareholder

I'm a shareholder that just commented a minute ago. My name is Erica Tiedeman. And regarding the compensation for directors, executives and management, TD Bank and its affiliates have grown tremendously over the years, expanding all over the globe. Comments I've heard from people in charge, that shareholders are expecting too much. They include directors, executives and management of relatively big companies. These people forget that they are paid handsomely, that is millions, like stars in different sports. Smaller companies -- the directors and executives and management of smaller companies are expecting to be paid similar huge salaries, and when different compensations are included, these amounts are practically prohibited, causing these companies to go bankrupt, and perhaps they are donated to foreign companies. We need to come down to earth regarding salaries and compensation for Canadian companies big and small. Bell Canada paid their directors, executives, huge compensations for non-successful privatization of BCE, and the leadership of the Ontario Teachers' Pension Plan, they were the ones who wanted to take it over. And I'm glad they didn't get it because it belongs to the public who invested heavily in it, and they wanted to get it for stock. And how can they rightfully say they deserve the compensation of a non-successful issue, still regarding compensations.

Brian Michael Levitt

Okay. Perhaps I'll just respond to that, madam. First of all, as we're -- we're only here to discuss the business of the bank. So I don't think we can comment on -- appropriate to comment on other companies.

Unknown Shareholder

But compensation is compensation.

Brian Michael Levitt

Yes. And I would say, as you can see from the management proxy circular, the bank's approach to compensation is to pay competitively so that we can assure ourselves that we'll get the people who can produce the results that Ed was talking about earlier.

Unknown Shareholder

And all the foreigners are coming in here, and they're taking over our companies and we are losing our -- the people are losing their jobs. And foreigners are taking over and then we are -- we have to beg.

Brian Michael Levitt

Right. I can assure you that's not going to happen here.

Unknown Shareholder

It happens. Look at the pulp and paper industry, other industries, all -- countless in the past. And what's left? Nothing.

Brian Michael Levitt

Thank you for your comments. Are there other comments or questions?

Unknown Shareholder

Mr. President, my name is Donnie Hilltwine [ph]. I came from the MÉDAC. [French]. And once again, this year, I have the honor of representing over 1,300 members of our association at the AGM of TD. Listen. Last year, it was the same situation in terms of the remuneration policy of TD. And this year, we noted that you made an exceptional effort to reduce the gaps and improve the policy. I noted in your statement that over the last 3 years, your CEO had a reduction of $509,000, namely 4.4% of his salary for 2012. For the overall management, you've reduced the total by $219,000, namely about 1.5% of the total. But it's very far from our aim, as we said last year. We believe in a remuneration on the basis of results for the shareholders and the long-term growth of the value of our investment that prove that you, like other banks, have something that is not right. Look at Page 50 of your proxy management circular between 2007, 2012, the growth of the value of the bank was of 45%. During the same period, you reduced by, what, 26% the remuneration of the CEO, and by 8% the salaries of the management team. At the same time, in that period, the growth of your net revenue was of 63% in terms of growth of yields to the shareholders. So you can see, at present, the way you remunerate your management team is only based on benchmarking, namely a comparison with other banks here and elsewhere, and that can't work. There has to be some sort of fairness, which has to be established. Let me give you an example. The article of the Governor General of Canada, November 2012, republished in February 2013, a number of constraints over the banks, not just in Canada but everywhere. Mr. Carney criticized the banks by saying, "Bank managements depend too much on the state." The cost they have because of state bank guarantees are lower than they should be, and there is a form of state subsidy, if you like. We should put an end to this, Mr. Carney, to assist them, which favors benefits and socializes the losses that has happened in 2008. And he finally feels in the same article that the whole of the North American and world banking system, $70 billion with these disguised state subsidies, that's 20% of the yield of the world banking system. Mr. Chairman, as long as the thorough change is not brought to the form of remuneration given to your management team, MÉDAC will oppose this policy.

Brian Michael Levitt

[French] Thank you, sir. We don't share your opinion, but we, of course, respect your rights to express them.

Are there any questions? If there aren't, we'll move to -- would you please mark your green ballot. This is Item #3. Just please mark it now, and we'll wait a moment while you finish doing that. And please sign the green ballot. Remember to print your name above your signature.

I'd now ask the attendants to collect the green ballots so that the scrutineers can begin tabulating the votes on the first 3 items. Please pass your ballots along to the end of the row so that the attendants can pick them up.

Next to be put before the meeting are the shareholder proposals. As part of our commitment to leadership and corporate governance, we seek to maintain an open dialogue with our shareholders. I want to first thank shareholders who put forward proposals. We always value your participation. This year, there are 7 shareholder proposals for consideration at this meeting. [French], known as MÉDAC, submitted 5 proposals. However, subsequent to the printing and mailing of the management proxy circular, MÉDAC agreed to withdraw Proposal E in light of the bank's existing and proposed practices. As a result, MÉDAC will not be presenting on this proposal, and there is no need to present or vote on shareholder Proposal E.

Mr. Ken Christie of Toronto, Ontario submitted 3 shareholder proposals to be considered at the meeting. I should mention that Mr. Christie has submitted a fourth proposal. But as outlined in the management proxy circular, he agreed to withdraw it after discussions with the bank based on the bank's existing practice and in light of new disclosure in this year's circular.

A proposal was also submitted by Vancity Investment Management Ltd. of Vancouver, and the proposal was submitted jointly by NEI Investments, Mr. William Davis and The United Church of Canada. After discussion with the bank, these proposals were withdrawn for the reasons outlined in the management proxy circular.

Ms. Michelle de Cordova, representing NEI Investments, is in the audience and is in attendance today and will briefly comment on the issues raised in NEI's withdrawn proposal later in this meeting.

I'd also like to mention that while 2 proposals submitted by Mr. Andrew Palicz of Calgary, Alberta have been withdrawn following discussions with the bank, these proposals and supporting statements were included in the management proxy circular at his request. Mr. Palicz is in attendance today and will briefly comment on these matters later in the meeting.

We will now turn our attention to the 7 shareholder proposals to be considered at the meeting. The management proxy circular includes statements by the proposers submitted in support of their proposals, as well as the reasons why the board is recommending to shareholders that they vote against each of these proposals. You will find copies of the proposals in the booklet that I've been referring to, that was placed on your chair. As a result, in the interest of time, we will not be revisiting the reasons for the board's position during the discussion of each proposal. Shareholders and proxy holders will be given an opportunity to comment on each of the 7 proposals. As I indicated earlier, I ask that each speaker be mindful of the guidelines for shareholder participation. Given that the exact wording of each proposal is set out in the management proxy circular, I suggest that speakers focus on their comments rather than reading out the formal proposal. I would also appreciate it if each speaker would give his or her name and state whether they are a shareholder or a proxy holder. You will be asked to mark your blue ballot after the presentation of each shareholder proposal. When all 7 proposals have been presented, the scrutineers will collect the blue ballots.

The first item on the blue ballot is shareholder Proposal A as set out in Schedule A of the management proxy circular. Mr. Daniel Thouin, a representative of MÉDAC, will be -- will present Proposals A through D. Accordingly, [French] I call on Mr. Thouin to put forward and second resolution of Proposal A. [indiscernible] of oversight exercised over pension. [French]

Daniel Thouin

[French] Sir, Mr. Chairman. Thank you. The proposal, the first proposal we make today, as you will see, will be defended with other AGM's of companies. All this to ensure the [indiscernible] members are usually. People who give their money to financial institution, about the use made of that money, especially the way you can manage internally the retirement funds that you offer to your staff. The aim of this resolution is to provide the AGM with easily accessible information, which is clear, which can be summed up in a few words about the use and the way your retirement funds are managed. And the reason for that, you gave it to me in the answer to this proposal. And I'll read it to you, it's very short. When you say let's look at Note 25 about the retirement funds for the staff, we discovered that Note 25 should be read with note on Page 85, which says there are many assumptions in the pension fund, much uncertainty and many risks that the results would not be achieved. The information on Pages 71 and 81, I discovered that your general pension funds has a deficit of $400 million. I also noted that this general fund has a deficit of 9.6%, not as high as mentioned in our proposal. We say that 500 pension funds in Canada have a deficit and TD Bank is not exempted from such a deficit. Then if I continue to read your text, the last note in 25 says that there's still a deficit in your statement of $282 million on the other part of staff retirement or pension. But as a shareholder, as somebody who is not an accountant, certainly not an actuary, I have a lot of difficulty of following the evolution of the pension funds of financial institutions. So we ask you for easy information be provided at the AGM about the state of the staff pension fund.

Brian Michael Levitt

Your Board of Directors has recommended voting against this proposal. I now ask you to mark Proposal A on the blue ballot.

Next item on the blue ballot is Shareholder Proposal B as set out in Schedule A of the Management Proxy Circular. Again, I'll call on Mr. Thouin to move and second the motion in connection with shareholder Proposal B entitled Pension Plans. Monsieur?

Daniel Thouin

[French] Mr. Chairman, I'm a shareholder. Proposal B aims clearly that the pension plans of management be aligned or recognized the same way as those of the bank staff. So what we propose is that there should be an alignment on an equal basis of the advantages of pension plan for the management as for those of the staff. If you look at the payment to management, these payments are based on the famous comparable between businesses without taking into account the realities of each institution but rather of what the other got and what the other gets in their own organization, namely in another bank with offers which are too high, really excessive. So we want you to reduce those gaps and give the employee the same advantages in their pension.

Brian Michael Levitt

If not, I'd remind you that Board of Directors has recommended voting against this proposal and ask you to please mark Proposal B on the blue ballot now.

The next item on the blue ballot is Shareholder Proposal C, as outlined in Schedule A of the Management Proxy Circular. [French] Mr. Thouin, I invite you to put forward this proposal.

Daniel Thouin

[French] Proposal about equitable ratio is something very close to our hearts because it was one of the reasons for the creation of MÉDAC over 16 years ago. Last year, I mentioned that Occupy Wall Street and Bay Street, who stressed the huge differences in salary between management and the world in the large -- at large, which is over 90% of the population this year. I use another example to show once again that the equitable ratio between salaries is totally disproportionate.

I use as an example the one that you all know, that of Mr. Mark Carney, Governor General of the Bank of Canada. His work is really important. He is the Governor of the Bank of Canada. His salary varies between $430,000 to $507,000. Mr. Carney this year will become the first Canadian who will be the Governor of the Bank of England. And the Bank of England, the oldest bank in the world and probably the most prestigious, will give him $1.35 million at today's rate of exchange to the sterling pound. It's a poor salary if you compare it with Canadian leaders, not to mention American ones. So again, the equitable ratio we propose seems to us should be a concrete action in order to once again give trust in the financial institutions that you run because nothing has been done about it.

Brian Michael Levitt

Other questions or comments on this topic? If not, I remind you that the Board of Directors has recommended voting against this proposal and invite you to mark your ballots in regard to Proposal C on the blue ballot now.

The next item on the blue ballot is Shareholder Proposal D as set out in Schedule A to the Management Proxy Circular. I'll call in Mr. Thouin to move and second the motion in connection with Shareholder Proposal D, entitled Gender Equality in Senior Management Positions. Monsieur?

Daniel Thouin

[French] Mr. Chairman, the last proposal we put forward is that about gender equality in senior management positions. It is put forward that the board would undertake to make all efforts necessary so that upper management be made up of 50% women in the next 5 years. The proposal mentions that many studies have shown that the presence of women in the boards and the upper management greatly improves their yield, as well as their risk management. So this is the idea we have to improve management and reduce the risks in decision-making. You will note that in other financial institutions, several have already reached an exceptional value of presence of women in senior management or daily management. It's for that reason, in some cases, you will see we withdrew this proposal and you will see it with the other banks during their AGMs.

Let me compliment the bank, in general, for its overall management because in fact, the efforts have been made in that respect, but you have to have a structure so that women can reach senior management positions, namely our policies of HR, of work and family policies which would encourage and facilitate life for women in order to reach these upper management. Sir, thank you very much, sir.

Brian Michael Levitt

Comments on this matter? Mr. Palicz?

Andrew Palicz

[French] My name is Andrew Palicz. I come from Calgary. Because I missed Thouin put his ideas in French, I will answer in French. I cannot present my idea very clearly in French. But he spoke in French, so I will answer in French. One must have equality of opportunity for all races, all ethnic groups for women and men. And one must have equal opportunity, I believe, that if there is full equal opportunity after some time, we would have much greater diversity in bank management. I think it's very good. But you'll have to find people who have the desired qualities in bank management. And it doesn't matter whether it's a man or a woman of whatever race or ethnic group, what is most important is to find the best persons in order to have the best possible bank.

Brian Michael Levitt

Other comments? If not, I would remind you that the board has recommended voting against this proposal and invite you to mark your blue ballot with regard to Proposal D. As I mentioned earlier, there's no need to present or vote on Shareholder Proposal E.

The next 3 items on the blue ballot are Shareholder Proposals F, G and H as set out in Schedule A of Management Proxy Circular. We were advised earlier that Mr. Ken Christie would not be attending today. Accordingly, to proceed with the vote on these proposals, I will call on Jennifer Lee [ph] to move and second the motion in connection with Proposals F, G and H.

Unknown Shareholder

Thank you. I move and second Proposals F, G and H.

Brian Michael Levitt

Thank you, Jennifer. Would any shareholders or proxy holders like to comment on any of these proposals? If not, I'd invite you -- I'd remind you that the board has recommended voting against these proposals and invite you to mark your blue ballots in relation to Proposals F, G and H.

This completes the voting on the shareholder proposals. We'll take a moment while you finish marking and signing the blue ballot. Again, please remember to print your name above your signature. And I'd ask the attendants to collect the blue ballots. Please pass your ballots along to the end of the row so that the attendants can pick them up.

We'll now move to the shareholder question-and-comment period. As I mentioned, Ms. de Cordova, representing NEI Investments, and Mr. Palicz will be commenting on their withdrawn shareholder proposals. I'd now like to invite Ms. de Cordova to step to the microphone and make her comments. Ms. de Cordova, you're welcome.

Michelle de Cordova

Thank you, Mr. Chairman. My name is Michelle de Cordova. I'm the Director of Corporate Engagement and Public Policy at NEI Investments, which holds 820,368 TD shares in its Ethical Funds and Northwest Funds portfolios. I'm speaking today on a withdrawn proposal that was co-filed by NEI, Mr. William Davis and The United Church of Canada. We filed similar proposals at Canada's 5 largest banks asking the board to report to shareholders on the results and risks, basing the total quantum of senior executive compensation largely on horizontal comparisons with peer companies. And all 5 of those proposals were withdrawn because the banks agreed to explore the issues.

I'm going to explain briefly why we filed those proposals. But first, NEI would like to recognize TD's efforts to advance sustainability in many ways, including through the Boreal Leadership Council, on which we both have the pleasure to serve. And we'd also like to acknowledge all the steps that TD has taken in its compensation disclosure since we began discussing that with the bank several years ago.

So our goal for executive compensation at the companies where we're invested is a quantum of pay that's not excessive and that rewards performance in generating long-term sustainable value for shareholders and for the key company stakeholders. We've seen a lot of progress on the aspect of pay for sustainable performance, but we're still concerned that current practice in setting the quantum of pay could have the potential to drive up pay each time a company takes a decision to pay above the median of the peer group. We're concerned that, that might not be in the interest of shareholders of the company, and that it could have negative implications for the fabric of our economy and society as a whole.

At the company level, there are questions that we're asking include: To what extent does a very high quantum of pay act as a key motivator for the kind of executives that we have and want, of talent, integrity and real commitment to the success of the company? How much movement is there really between banks at the top level? And how much is that actually driven by pay difference between the companies? And then what are the consequences of high quantum of pay for senior executives for motivation and engagement of employees at lower levels of the company? We've got a wider concern about the risk of income and equality to the fabric of the economy. That's a concern that's being widely discussed at the World Economic Forum, for one example, but also by the CEO of TD, by Mr. Clark, and also by the Chief Economist of TD. There's a concern about the hollowing out of middle incomes that the people that really drive our economic prosperity. That's a corporate responsibility question, but it's also a particular concern for financial services companies because these are our customers and clients. We recognize that TD top executive pay hasn't been trending up in the last few years, but we're concerned that if there is an upward trend because of comparisons with peer companies that, that could be a driver for income inequality. Recognize absolutely it's only one element in that question, but it's one that shareholders actually have some influence over.

We are very keen to see Canada's biggest, the most influential companies really take a lead in starting a wider conversation about these kind of risks to the social and economic fabric of the country, especially the banks that have such a special position in our country and a special regulatory position in recognition of their role. It's very encouraging to hear -- to have heard Mr. Clark speaking about these issues in his presentations. We've got a lot of questions about this issue. We're not sure what the answer is, which is why we ask the banks to look at issues and options and not ask -- we didn't ask for a specific change at the current time. We're not asking for abandonment of horizontal comparisons but an exploration of what other factors might perhaps be taken into account. And that might include using vertical metrics of comparing pay at other levels, comparing pay at other levels in the company or perhaps in the wider economy. We think this is a topic of growing interest to shareholders.

We'd note that the new Canadian Coalition for Good Governance compensation guidelines do include a query about the wisdom of excessive emphasis on horizontal comparisons of pay. And obviously, we're all aware of the initiatives that are advancing in Europe on limits to bonuses and the continuing debate in the U.S. over the pay ratio provisions in the Dodd-Frank Act. That leads us to feel that reviewing these issues within the banks at this time would be a timely activity. And I'd like to conclude by thanking TD for engaging with us on this topic. And we're very much looking forward about the results of those deliberations on this issue.

Brian Michael Levitt

As indicated in the Management Proxy Circular, over the coming year, the bank will be reviewing the issues you raised. And we'd like to thank you for your constructive and thoughtful approach. Next, we'll hear from Mr. Palicz.

Andrew Palicz

Yes. I'm Andrew Palicz of Calgary, Alberta, Canada. I own 100 shares of stock in TD Bank and very much appreciate the opportunity of the small retail shareholder to participate in the bank's shareholder meetings. I submitted 2 proposals pertaining to Mr. John Thompson, our former Chairman of the Board, because he's retiring from the board this year. And one was that he be given a title of Chairman Emeritus and other was that he be given an office and research assistants after his retirement from the board. And the point wasn't that needs these things or for that matter that he wants them. I was asked to withdraw the proposals from being voted on.

The point was to say, I, as a small retail shareholder, very greatly appreciate his work for the bank because this is the sixth year I've attended TD's Annual Meeting. And I found it to be just a wonderful environment to come to as a small shareholder because I feel that the contributions of the small retail shareholder are genuinely appreciated, and Mr. Thompson has just gone out of his way to be kind and gracious to me as a very small shareholder in the bank. And I think it just warranted the appreciation of the small shareholder because you never feel that somehow he's above you in his intellect, he's a very brilliant guy to be -- have been the Chairman of the TD Bank. And yet when you talk to him, you feel completely respected. You don't feel like he's trying to, in a way, just present himself as a very important person, even though he has had great importance to the bank. And he just treats the ordinary person with such kindness and respect that I just wanted to express my own appreciation for his very great kindness and respect to me as a small shareholder by submitting these 2 proposals even though it's not because he needed these things or for that matter, wanted them. It's because he was just, has been and is such a kind and gracious person in addition to having been an outstanding Chairman of the bank.

Brian Michael Levitt

Thank you, Mr. Palicz. Continuing with shareholder questions and comments, I'd just like to remind you that they should be of general interest to all shareholders present and not of a personal nature. Before asking your question, please give your name and state whether you're a shareholder or a proxy holder. And I'd like to ask Ed to conduct the balance of the portion of this meeting since -- rather have him answer the questions than me.

Question-and-Answer Session

Unknown Shareholder

My name is Sidney Brownstein [ph]. I am a shareholder of this bank. Our world is changing profoundly because of the rapid development in science and technology. Global warming is perhaps the most publicized of these, but it certainly is not the only one. My question for the bank is the following: Do you have available a well-qualified scientist to help you in your deliberations on long-term and strategic planning, who can provide knowledgeable input to your people who are experts in other areas?

W. Edmund Clark

I don't know if you knew the answer to that question, but it's a great layup. And answer is yes, we do. So we are, I think, virtually unique among banks in the world that we have a Chief Environmental Officer. She's a scientist. She's well-known in the world. And she's got that unique ability to both understand the technical issues, but also then to explain them and then to understand and have dialogues with the business community about the ways in which you can have better practices. And so as you know, environment is a key area for us, where we've taken a leadership role as a bank to make sure that we're at the front end of this issue. But it's very important to do in a way in cooperation with your clients. And so she's able to play a role of sitting with clients and say, "There are best practices that could make you more money and you can be a better environmental citizen." So yes, the answer is yes. And if you'd like, we will make -- if you want, we can have contact so that you can have direct discussions with her. Yes?

Unknown Shareholder

My name is Erica Tiedeman [ph], I'm a shareholder. I'd like to comment, in general, about the takeovers of companies past and present. Past and present bankruptcies or otherwise, like The Bay and Zellers, Rona and [indiscernible], the pulp and paper industry, Bell Canada, unsuccessful. The banks customarily underwrite these takeovers. How safe are these borrowings for these takeovers? We know they're not very good, and the bond-rated agencies are holding your hands for these takeovers. We know what happened to Zellers when The Bay took it over years ago. The whole is less valuable than the parts. Different companies bought Zellers. Target bought around 126-odd Zellers stores. How can a company like that be able to buy Zellers when most companies are leveraged to the hilt most times? And yes, we're losing our foothold, front, left and center, in our companies and something should really be done to protect Canadians from losing their jobs to takeover people from foreign, other countries.

W. Edmund Clark

The one comment, I think it is important that we have Canadian headquartered companies and that Canadian companies continue to grow. I think we've found, and my experience has been over now a number of decades, is the best and most effective way to do that is to help your Canadian companies grow and go abroad. And I think our role as a bank is to work with our clients and say, "How can we make you better than you would have been? How can we help you grow?" Certainly, TD would be an example of a company that, anchored in Canada, has been able to take the skills that we've developed here and capabilities and export them to the world, and then come back and in turn, as I mentioned in my speech, create jobs for Canadians here based on our expansion in the United States. And we have certainly worked with clients all the time to say, "Okay, could we take Canadian companies and bring them into the United States and make -- lend them money and help them grow and help them develop?" And I think the best -- like a lot of things in life, the best defense is offense. If you have a good business strategy and a good aggressive growth path, then you don't have to worry about being taken over. But I understand your concern.

Unknown Shareholder

But companies can lose their shirt, especially if they are smaller companies, like companies go to China, they lose billions. And then it's a big, huge company, they can sort of absorb the things because they have all this money under their belt. And there's one little comment I want to make regarding the -- you left out Proposal E. I didn't quite understand why that Proposal E was eliminated from the proxy. The original proxy I have in front of me.

W. Edmund Clark

It's because the sponsor withdrew their proposal.

Unknown Shareholder

But can I ask why you don't want to make a report of what was said in the shareholders' meeting by the shareholder?

W. Edmund Clark

I'll let my Chairman handle all the shareholder proposal things here.

Brian Michael Levitt

All the procedural questions. The reason that the proposer withdrew the proposal was because we already do that. You can find it on the website after the annual meeting.

Unknown Shareholder

Ed, my name is Pietro Bracci [ph], employee of the Ontario North and East region and a shareholder. So first of all, I want to wish you all the best in your retirement and congratulate Bharat on his new role. My question to you is: Can you tell us what we can expect with how the culture will evolve with the transition from your leadership to Bharat?

W. Edmund Clark

Sure. Well, thank you for your good wishes. Just to give you the bad news, I'm not leaving quite so early here. Well, I think it's probably worth sort of thinking about how do cultures created in companies. And I think people look, and particularly in today's world, media-driven world, CEOs are seen as a personification in a sense of the culture. And I don't want to say that CEOs don't matter. I think they actually do matter, and they can change cultures or foster cultures. But the reality, if a culture is to be real, it has to be a culture that's felt by the leadership team of the whole of the organization. And that's certainly something that we work very hard at. And I think for the shareholders, we have run a program called Build For The Future, where we bring all our executives over time through this program, and then the last part of it, I meet with the executives. But the main message that I give to the executives is this company will be whatever you want it to be, so think about what kind of company you want to work in and then create that environment where you work. And Ed Clark can talk all he wants, but it won't be real if, in fact, down throughout the organization, people don't buy in. So the culture that we have, and I think it's been a journey in that culture, it's not like you wake up one morning and boom, here's the culture, is one that's evolved and that's the entire set team certainly has been leaders in developing that culture, in which Bharat, who is an active participant there, runs our diversity council and has led that over the last couple of years to try to make sure that you know that's a key element of our culture. So I think cultures are a little less dependent on CEOs and, I think, some people and more dependent on actually mobilizing and embedding across the broad management team. So in that sense, I don't think you're going to see such a big change. You'll get changes in style, but people shouldn't misinterpret changes in style as changes in culture. And I think the message that Barry and I gave in our interviews yesterday was all around that this whole succession process and all the changes we've made, there's a simple message. We're going to have continuity and continuity of culture is totally important to us.

Cathy Velazquez

Good morning. My name is Cathy Velazquez. I'm a TD employee here in the region, as well as a shareholder. My question this morning is, recognizing that TD continues to be very successful in winning customer service awards such as the J.D. Power for the past 7 consecutive years, what will you continue to do to win?

W. Edmund Clark

So I assume you don't want you guys to blow it before I get out of here, so I think it is -- it's been a great thing to do, and I do think and probably practically in the short run, what people have to do is get up every morning and do what they've been doing. I had a great story last night of a client and said, I just -- you can't imagine what it is, because he don't think I get that, yes, I've got to go to the branches as much as he knows that I actually do, but when you go into a branch and they know your first name and they treat you like you're a friend, and when you have an issue, they treat it like it's their issue, not your issue. And it's all those little things that you have to do in order -- and that's why we win. It's the people. I've said, the key to TD is to understand that it starts with the customer, but when you start with the customer, the first thing you realize, it doesn't really start with the customer, it starts with the employee that serves the customer. And if you can build your whole organization while backing that person to do the right thing, to own the customers' problem and treat that employee with respect, they're going to treat your customers with respect. If I look forward, I guess my message today is, the world is changing. And so, I think one of the issues that we have to address is, we won this space in branches and in call centers where there were some fairly obvious things you could do at branches or stores as I call them in the United States to make yourself different. You could just be open longer hours. You could find better locations, and you could train your people to do little things like give dog cookies away or wow people when they came in. We have to now think through how we're going to do this in a new world where maybe 80%, 85% or maybe even more people's interactions with us will be on their cellphone or on the web, in different forms. And so we have to -- as an organization, if that's what makes us different and it is what makes us different, we have to figure out how to do that, how do we actually make that experience, the TD mobility experience different than anyone else's mobility experience. And that's what we challenged our mobility team, as I don't want to just be mechanically the best in the world in this space. I want to be mechanically and carved out a unique customer experience on that space. So think through how you could do that. I think the second area that we talked about internally is, we're very good at winning and I think our -- in some sense, these things go together, but we're very good naturally to say, "Look, we want you to have a great experience." Now let's say, we are not as good as -- but if you don't have a bad -- good experience, how do we make that into a great experience? And that's something we're in fact -- you think of it from the customer's point of view. We know that if you could recover from a failure better than anyone possibly believe could happen, you actually can own and win that customer's loyalty for life. And so, that part, the second part is really important. And you think of the scale of our organization. We have almost -- different numbers there if we include Ameritrade or non-Ameritrade, we are close to 20 million customers of this bank. And we're operating in 2,300 outlets, and we're operating call centers 24/7 across North America. When you have that many interactions going on, unfortunately, you know something bad is happening right now. We're blowing it somewhere in the system. And we've got to figure out how we are going to be better than anyone in the world or is making that recovery, making that up to that customer. And then the third thing that we talk about internally a lot is, we have to recognize that the world's getting faster and people's impatience is growing. So one of the kind of collateral impacts on mobility, when you see this -- I can see this in my grandkids, if they turn on the computer and it takes 5 seconds for it to warm up, like, what is going on here, 5 seconds. So the speed with which people want things done is changing, and we have to embrace speed and find out how to embrace speed. I think those are the things we have to do in the future to keep on winning it for the next 10 years. For the next couple of years, we have to do what we've been doing, which is just make that human contact every single day every time we meet our customer.

Unknown Shareholder

My name is Greg Donald Chengko[ph]. I am a shareholder. First of all, I'd like to start by congratulating the employees and particularly the senior executive at TD Bank for outstanding performance over the many years. So congratulations to the entire TD team. I have a more specific question. I'm curious, how much did TD Bank pay for the naming rights at the Boston sports arena? And that's -- and then associated with that, what are the factors that go into consideration of associating TD's name to such a facility?

W. Edmund Clark

So I don't -- a, I don't know; and b, I don't think we've ever really disclosed that for competitive reasons and we undoubtedly we have a confidentiality agreement. But in a sense of the consideration that went into it, it was very much that this is a market in which we were not a well-known entity. I think when you pick where you put your brand, you really have to think through, because you have alternative uses of the money, do you put it in ordinary sort of marketing or do you do something like this? And I think for Boston, this was unique. The Garden was, as you say, an icon building. It's in hockey, it's also in basketball, but it is in hockey, and so you know that every time the Leafs or the Senators or whatever play in Boston, they're going to be looking and seeing every time. For those of you who don't watch this, our marketing team just did a phenomenal job because behind the benches of the teams, it's just TD, TD, TD. So every time someone comes over the bench, we got a free advertising slot. And so, they just did a terrific job. But I think the motivation in doing it was very much sort of saying, how do we -- we want to take Boston the same way that we're trying to take New York, and so how do we put our marker right there? And we decided, well, in this case, we're going to get ahead of it and say, "We're coming, folks." And everybody -- it's amazing what our brand recognition is in Boston because of TD Garden.

Unknown Shareholder

My name is Al Bast [ph] from the beautiful City of Ottawa. I am a shareholder and a proxy holder. The last year -- it may have been last year or the year before, my memory is not what once it was, but a lady, a shareholder made an emotional plea to you regarding the work-life balance of TD employees. My question to you, sir, is what have you done about that?

W. Edmund Clark

I think that's -- I think we -- I can't sort of give you specific things that I do, but it is something that we work at. We've been doing a lot of investments in flexible work options, and so, very significant now in a number of departments of our employees have the option or capability of, in fact, working at home. And in order to do that, we obviously have to make sure that we have computer systems and telecom and stuff like that so that they can access securely the information that they do to work at home. I think one of the messages that I try to give in the organization is that I think organizations sometimes impose a degree of inflexibility that isn't actually necessary to get people's job done and we have to keep telling ourselves that we pay people for performance. We don't pay people for face time. And when things happen that people can't put the face time but can get the performance done, we, as an organization, have to not have rigidity that stop them. And so, a sample I always use, it's not unusual that I will say, "Well, do you want to get together at 5:30, 6:00 or something?" And someone will say to me, "No, I can't do that. I've got to go pick up my daughter. I got to go to something like this." And you have to create a culture wherein you say, "That's great. You actually just made the right decision, not the wrong decision." And if you can create that culture, it doesn't mean that people won't log a lot of hours and senior jobs won't have a lot of responsibilities, but there's no reason for us to impose inflexibility that's not necessary.

Unknown Shareholder

One thing I did notice in the annual report was a decrease in the employee engagement score. I took that at least in part to be some kind of a measure of a happiness index. Is there any alarm in TD with the decline in that score?

W. Edmund Clark

Yes, so we watch that. We watch our poll score very closely, which is another measure to sort of see how people are feeling about the workplace. And what we do when we get those scores and something like that, we break them down, not just TD, but you want to break them down into each of the different businesses, and we want to break them down in fact in each of the different geographies in each of the businesses, and see if you could find the root causes of that and work and solve that. And sometimes, there's a set of different things that can cause it, not necessarily work-life balance, but it is definitely one of the questions that we ask people is how do you feel about working here and that issue. One number that is an interesting number for us is that on average, women in the bank feel better than men do, which is not what people would normally find in most companies in there. So that is a positive indicator. But every time we see a variation that we don't like, we jump on it.

Unknown Shareholder

We talked a lot about extended hours in the bank and how that gives us a competitive advantage. But it seems to me that the shareholders' concern really are centered around those extended hours.

W. Edmund Clark

We tend to what? Sorry?

Unknown Shareholder

The extended hours? The shareholders concern who spoke either last year or the year before seemed particularly concerned about those extended hours.

W. Edmund Clark

In the sense of the shareholders, they're concerned because they worry about cost, is that what you're...

Unknown Shareholder

No, no, impact on employees.

W. Edmund Clark

Oh, impact -- we can maybe pick this up at the end of the meeting and you can talk to some of the people that manage this on a daily basis. But in some ways, the extended hours can have that, and when we certainly move to Sunday hours, at that we had a vigorous discussion, I would say, across the country about what the impact would be. But I would say, though, in my experience, and I've been in this, as I say, I no longer count years, I count decades, the thing that I've learned is that for many people, these are actually terrific things, the idea that you can -- I'm not trying to stereotype, but the reality is, in the real world, women have more -- are more often with 2 jobs, family and work than men are. Hopefully, it's getting a little better in the balance of those things. But I think there are very few women who would think that men would carry more of the burden than they do. And therefore, having access to jobs that are not 100% time, that are part time during a particular period in their career is a terrific thing to have. And so the fact that no one can actually work all the hours that we are open, therefore, everyone's moving their hours does give people flexibility in life, not just all negative. Okay. Okay, If you don't want to give me $12 million again, are you giving up on that? Is that...

Unknown Shareholder

If I -- I'd be glad to do it. But if I brought a proposal like that, maybe I'll do one for your retirement. But they'll just ask me to withdraw it from voting if I do. So I mean, if I could persuade the board to go along with it, hey, why settle for $12 million? I'll give you $20 million.

W. Edmund Clark

I think we're seeing we've got a bid ask between $25 thousand and $25 million, now we had a $12 million, $20 million. Hey, we're doing well here today.

Unknown Shareholder

One thing incidentally, and if I might precede my question with a comment, is that one thing you have in common with John Thompson is an ordinary person can chat with you and not feel at all, and I mean this in a good sense, intellectually outclassed. I know you have a Masters and PhD from Harvard University in Economics, and I know you're a very intelligent and knowledgeable person. But the way you relate to people, you just set them at ease, as does John Thompson, and that's one thing the 2 of you have in common. The ordinary person can chat with you without feeling, in any way, in a sense, intellectually outclassed, but I don't mean that as an insult. I mean that as a compliment that your intellect is communicated in a way that sets the ordinary person completely at ease in chatting with you, and I very much appreciate that.

W. Edmund Clark

Thank you very much. My kids would have a different origin or explanation of what the issue is.

Unknown Shareholder

Okay. My question is about mentorship, recognizing your retirement and the importance of mentorship to the development of solid executives. What are the kinds of things you've done over the past years to mentor Bharat Masrani? And what sorts of things are you planning to do over the next 18, 19 months to continue that mentorship, recognizing that you express that you learn a lot from your employees just as they learn from you.

W. Edmund Clark

Yes, that's a great question. I won't do Bharat's year-end personnel review in front of the whole crowd here, but I would say a couple of things that it is important, and we actually talked about it in the interviews yesterday. One of the things that we do in the organization is spend a lot of time going through all the executives in the organization and asking the question, "What experience do they need next in order to realize their full potential?" And so a lot of executives, you can say great, great, great, and then you say but unproven, and so instead of that being their problem, we say that's our problem. And so Bharat, as he said last night, was looking like he's never going to hold a job for more than 1 year, we actually consciously moved Bharat around into different things because he didn't -- he was very, very strong on [indiscernible] the commercial and corporate, and he said, but how do you get him other experiences to prove that he could run the whole company. And we do that with all -- we just didn't do it just with Bharat. We do that all the time and try to think through for people that. I think the second thing, though, that you also try to do if you're doing your job as a leader is to have what some people would call tough conversations. I don't think there are tough conversations. I think there are actually supportive conversations, but it really says the difference is that your job as a leader, and it's something -- this is not something that I would say I was great at all my career, but prodded by members of my management team I got better at is that my job is when I see someone not doing something as well as they should do is to point that out to them and say, "You know, you could have handled that differently. You ought to think about it." And you can do it in a supportive way because what you're trying to say to a person is, "You are so good, you are so important to me that I'm going to take time out of my day to try to make you even better." And I had that with John Thompson. So John Thompson would come to me after we would have a meeting, and there have been some incident at the board and he would always start the meeting with well, you know, that was one way to have handled that situation, Ed. And then I know what was coming, right? But I knew from where it came, which was the important thing, from where it came, it was in his heart, but he said, "I think you can be a great CEO, and you just got a few things to learn and I've got a lot of experience, so why don't I let you steal that experience from me." And so I think I tried to do that with all my executives. I think what Bharat and I talked about a lot is for the next, even in the run-up to this, because the senior management team knew about this transition. It's not like we said, "Oh, 2 days ago, we've got some news for you folks." And I guess, the way we run our bank is, it is transparent. The moves are carefully scripted. We want everybody on side. We want to build consensus around things. I think the issue, and it's an interesting feature or event in my life is that most things you do in business, you have done before, and you've seen that situation and that's -- in a sense, that's what you bring to the table. I've been there, I've seen that. This is probably -- and I think you got it wrong, we got too trapped in history, but generally, you've seen a number of different situations. Most people haven't managed their succession multiple times, hopefully, and so it is a new experience. And so what has been my learning from this is the risk of stall in the organization. And the risk that in your transition, the organization just stops for a while, waiting for this to happen.

[Audio Gap]

one of the things we did yesterday was try to solve that by saying there are no more shoes to drop, folks. Not only do you know who the successor is, you don't have to go to the watercooler and just speculate who's going to get to this, but you also know what the organization structure is going to look like. And so that, in fact, when I leave and if you look at that picture that we had up there earlier, you take me out, you don't have to change anything. And so you have the organization team that's going to run the company going forward. And so I think making sure that the organization doesn't feel that we were waiting now for this great event. It's very important. And obviously, Bharat's and my job, as we go through here is, between the 2 of us figure out well, who's the lead dog on what. But the truth is, that's not so hard to do. I mean, when we -- Bharat ran the U.S. since 2006, and there will be things where he would say, "Well, Ed, I think we going to use you for this," and things where we would use him and you just talk to each other every day and you figure it out. It's not as hard as it is. But you have to keep on making sure the company's messages, we're not standing still for the next 1.5 years here, folks. We are going to keep on going because if you don't keep on going, you start falling behind.

Unknown Shareholder

My name is Gord Hampden[ph]. I'm a shareholder from the North Bay Area. First of all, I'd like to thank the executives, all of those involved in TD. This is my first annual meeting. I felt that the gala evening last evening was superb, as did my wife. And I think, kudos to all of you for the organization both last evening and today, a first-class experience. My question, in this very competitive world that we're in today, we see in the automotive industry, we see in the food industry companies checking one another, comparing prices, comparing product, what is TD doing to remain on the cutting-edge, monitoring -- how do you monitor other banks, the Canadian banks, American banks, world banks, so that TD continues on the path that it's on?

W. Edmund Clark

Good -- they're great question. I mean -- so I'll cut into this in several different ways. First off, this will sound like a contradiction, but I actually think you have to be careful that you don't over-monitor your competition. And so one of my messages always have been there are lots of ways to make money. You just have to figure out how you want and know how to make money. And don't just imitate what others do. If we had imitated what others do, we would have stayed in structured products or done sub-prime lending. We do lots of things that we've decided not to do. So I think you do have to sort of have your own vision of what you're about. And as we know, we have a very simple vision, which is, why don't we ask the customers what they want their bank to do and why don't we do that or make it just deadly simple and why don't we ask our employees how they want to be treated in order to serve those customers and do that with them. So I think you have to start with that. But that doesn't mean you're correct that you have to sit there and say the world's evolving and how are you staying with that. I think you have to keep going back to how you want to compete in that world. And historically, banks would have been able to compete on price, would have been able to compete on risk taking or they can compete on customer experience or client experience. We don't believe in competing on price. We don't think that ever works. Someone posts a high or a great rate for mortgages, what are they figuring? The rest of us are just going to say you can take all the mortgage business? No. So everyone just matches the price. You never make any permanent changes in your competitive position by doing that. We think the world is no longer filled with banks that went out the risk curve because they all blew up, but going out the risk curve is your way of having competitive banks. So we do think the core of the competitive advantage has to be the experience, and that's what our brand is. Our brand is an experienced brand that we want people around the world, and it's phenomenal what's happening, the recognition of our brand to say, "When I think TD, I think this kind of experience." And that's where, as I was saying to the earlier question, that, that's where you have to then evolve what that means to them. And if you want to have, well, it's a unique experience I get when I touch TD. You have to recognize how the needs of the consumer are changing, and I think they're changing very rapidly. And we're pouring enormous amounts of energy and have fantastic people on this that we will evolve as fast as they evolve.

Unknown Shareholder

I have one more question. It's very important for me. And my name is Erika Teichmann[ph]. I am a shareholder. Here is the subject of liability insurance that is on my mind for a very long time and I never come to any good conclusion. Companies lose lots of money, millions at times, and are unaccountable

[Audio Gap]

And the liability insurance for the executives, directors is limited. If they make bad investments, what -- when does a liability insurance kick in? And what message other than the courts can -- are -- is being used. I don't believe anything is used. You're just losing the money, billions, and the liability insurance for this -- for your people, the executives and the directors, is really limited, and you make bad investments, risks were taken far beyond and very often may know the risk is there, the money lost is written on the wall and the bad investments are made.

W. Edmund Clark

Yes. So I think you -- I completely agree in the sense that if you said, what is the core thing that banks do? In addition to serving the needs of their customers and clients, we are risk managers. That's what we're doing. We are -- people offload risks on us, and we manage those risks. And so, if you're going to run a bank, your risk capital, we call them risk appetite, is the most critical thing you do. And it's very important not just to have a risk appetite at the top, and we have a phenomenal Chief Risk Officer, but it's got to be something that again is built into the culture so that everyone instinctively knows what risk do we take and what risk we won't take. And I think it's because we have that view, and I articulated it in my speech that says you're not allowed to bet the bank. You're not allowed to sell products to your customers that we shouldn't sell. You're not allowed to do anything that harms this brand. Those are the reasons why we were able to go through and we were in a virtually unique situation that we went through the financial crisis, and we weren't -- we had -- we did not do sub-prime lending when in the United States where everyone did. We got out the restructured credit derivative products. We didn't sell the structured asset backed commercial paper like other banks do to their clients in Canada because we didn't think it was the right thing to do. And I think if you run a financial institution, you have to have the whole organization say, "We will do that, and it's showing out. And why are we the best-rated commercial bank in the Western world is because we did those things." And so absolutely, no relying on insurance or other things to bail you out, run the place right and not get into trouble is our philosophy.

Brian Michael Levitt

I understand that the scrutineers have completed their preliminary tabulation of the votes cast in respect of each of the elements of the business before the meeting, and I'd now like to ask Laurel Savoy representing the banks register and transfer agent to provide us with the scrutineers' report.

Laurel Savoy

Thank you. For the information of the shareholders, we wish to report that 56.2% of the eligible shares have been voted at this meeting. A substantial majority of the votes cast at the meeting were voted in favor of the 14 nominees named in the management proxy circular, with each nominee receiving in excess of 96.9% in favor.

The results with respect to the appointment of the auditors are 99.5% voted in favor of Ernst & Young LLP and 0.5% withheld from voting.

The results with respect to the advisory vote on the approach for executive compensation are 94.5% voted in favor and 5.5% voted against.

The results with respect to the shareholder proposals: Proposal A, 2% voted in favor, 98% voted against, with less than 2.9 million shares abstained from voting; Proposal B, 1.5% voted in favor, 98.5% voted against, with less than 1.7 million shares abstained from voting; Proposal C, 1.8% voted in favor, 98.2% voted against, with less than 2.7 million shares abstained from voting; Proposal D, 5% voted in favor, 95% voted against, with less than 3.1 million shares abstained from voting; Proposal F, 2% voted in favor, 98% voted against, with less than 1.9 million shares abstained from voting; Proposal G, 3.9% voted in favor -- sorry, excuse me, 96.1% voted against, with less than 3.6 million shares abstained from voting; and lastly, Proposal H, 1.1% voted in favor, 98.9% voted against, with less than 1.9 million shares abstained from voting.

Mr. Chairman, this concludes the scrutineers' report.

Brian Michael Levitt

Thank you, Ms. Savoy. I now declare the 14 persons named in the management proxy circular have been duly elected as directors; Ernst & Young LLP has been appointed as auditor; the resolution on the advisory vote of the approach to executive compensation has been passed; and shareholder proposals A through D and F through H have been defeated.

Final voting results will be published shortly on our website at and filed with the Canadian and U.S. securities regulators. We will also issue a press release as required by the Toronto Stock Exchange. You can obtain a printed copy of the voting results by contacting TD shareholder relations as set out in the management proxy circular.

Ladies and gentlemen, that concludes our formal business for this meeting. On behalf of the bank, I'd like to thank you all for your interest and participation in this meeting. Our best wishes to you for a successful and productive 2013. This meeting is now terminated. Thank you.

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