The Toronto-Dominion Bank (TD) Earnings Call Transcript & Summary

Good morning. My name is Jane Langford, and I am the General Counsel for TD. Before we call this meeting to order and begin our business together, I acknowledge that we are assembled today on the traditional territory of many nations, including the Mississaugas of the Credit, the Anishinaabeg, the Chippewa, the Haudenosaunee and the Wendat people and is now home to many diverse First Nations, Inuit and Métis people. I also acknowledge that Toronto where I stand is covered by Treaty 13 signed with the Mississaugas of the Credit and the Williams Treaties signed with multiple Mississaugas and Chippewa bands. I would like to welcome the Chief, elders, youth and members from the indigenous communities who have joined us today either in this room or virtually from across North America, or as some indigenous people know it, Turtle Island, home to many diverse First Nations, Métis and Inuit people. In Canada, we begin a meeting with a land acknowledgment to remind us of our obligation to advance our collective efforts towards truth and reconciliation with indigenous people. Speaking personally, I am a descendant from settlers to this land. When I speak the land acknowledgment, I recognize that my ancestors did not arrive to an empty land, but to a land that sustained and was nurtured by diverse indigenous people and cultures for thousands of years. My personal journey to truth and reconciliation embraces a commitment to learn the full story of Canada, which includes the truth about the first peoples of this land. At TD, we recognize there is more work to be done and are committed to doing our part in the journey to truth and reconciliation with all indigenous people. Thank you.

Please welcome Brian Levitt, Board Chair, TD Bank Group. [Foreign Language]

Good morning, everyone. Welcome to the 2023 TD Bank Group Annual Meeting of Shareholders. [Foreign Language] For our Francophone shareholders, I welcome you warmly to our Annual Meeting of Shareholders. I'm Brian Levitt, Chair of the Board of Directors, and I will act as Chair of this meeting as stipulated by the bank's bylaws. This meeting is called to order. With the consent of the meeting, I'll ask Jane Langford to serve as Secretary. We're delighted to welcome some of you today in person, and we will also welcome those of you joining us by webcast or through the phone line. As was done last year, we have enabled question and comment capabilities through our phone lines and webcast with the aim of making the experience for our virtual attendees as interactive as possible. As in past years, both English and French will be spoken during this meeting. Simultaneous translation will be provided in person and over both our English and French webcast and phone lines. Additionally, shareholders and proxy holders will be able to ask questions in the room over the phone line or in writing through the webcast. Let me explain how this works. With the goal of allowing all shareholders and proxy holders to participate regardless of whether they are here with us in person, on the phone or on the webcast, we'll take questions from the room first and then from the phone and then through the webcast. In each case, we ask that you identify whether your question relates to a motion being considered as part of the formal business of the meeting or whether it's of a more general nature. We will address questions that directly relate to a particular motion at the appropriate time, and we ask that you save your general questions for the question-and-answer period, which follows the formal business. If you're in the room with us and would like to ask a question, you'll be prompted to approach one of the microphones on the floor at the appropriate time. For those with limited mobility, please raise your hand and a microphone will be brought to you. To ask a question over the phone, you'll be prompted to enter the question queue at the appropriate time. When we are ready to take your questions, the operator will introduce you. We would like all of our shareholders that wish to ask a question have the opportunity to do so. So we ask that you limit yourself to 2 to 3 minutes and that you only ask one question at a time. If you have additional questions, please reenter the queue at the microphone or the telephone line to allow us to speak with as many shareholders as possible during the meeting. If you're on the webcast and have a question, click on the Ask a Question tab at the left side of the webcast page. If you're watching the webcast in full screen, you will need to minimize the video to access the question tab. Shareholders who wish to submit a question or comment through the webcast platform can do so at any time, and we will address them at the appropriate time. A TD representative will read out the questions received over the webcast. Questions will be read out in the language used by the submitting shareholder. And if submitted in French, an English translation will follow. If we have several questions that are very similar in nature, we'll read out one of the questions and mention that we have received similar questions. As in past years, the vast majority of shareholders submitted their proxies or voting instructions in advance of the meeting, but shareholders and proxy holders, whether attending virtually or in person, will have the opportunity to vote during the meeting. To keep your vote confidential, proxies are tabulated and counted by TSX Trust Company, our transfer agent, and are only submitted to the bank when legally necessary or when a shareholder clearly intends to communicate comments to management or the Board. Here's how you can vote through our virtual voting platform. Once you're logged into the webcast, click the Vote tab at the left-hand side of the webcast page and a separate browser window will open. Shareholders that are not logged into the webcast can access the virtual voting platform from the 2023 Annual Meeting page on TD's website. Once you've accessed the voting platform, you can register to vote by entering your control number as your user name and entering td2023, all lower case, as your password. Voting will be open so long as the formal portion of the meeting is proceeding. If you were with us in the room and you wish to vote during the meeting, you will need the green and blue ballots that were offered to you at the registration desk. If you voted in advance of the meeting and do not wish to change your vote, then you do not need to do anything. I've received satisfactory proof that the notice calling this meeting was duly publicized and sent to all shareholders of the bank. We've received proxies representing more than 52% of the approximately 1.8 billion outstanding common shares. Accordingly, we have a quorum present, and I hereby declare the meeting duly and properly constituted. As in past years, we'll have a question-and-answer session after the formal business of the meeting is completed. As I noted earlier, during the formal portion of the meeting, we will pause to address questions and comments submitted by shareholders and proxy holders that are specific to the motions being presented during the meeting. As always, we ask that any questions that you ask relate to the business or affairs of the bank and not be of a personal nature. For people in the room, we have a representative from TD customer care here with us. Can I ask Christina French to stand and be recognized. Thank you. If your question is of a personal nature, we will defer your question and ask that you speak with Christina after the meeting or we will have one of our customer care representatives get in touch with you after the meeting. The agenda for today's meeting is available on the annual meeting page on TD's website and for in-person attendees, the agenda can be found in the booklet that was on your chair. Please note that discussions during the meeting may contain forward-looking statements about the bank's outlook and objectives and strategies to achieve them. Bharat will be referring to non-GAAP financial measures, also known as adjusted results in his remarks. Details regarding forward-looking statements and non-GAAP financial measures are on the slide presented in the room and on the webcast and can also be found in the bank's financial reporting. Now I'd like to introduce the individuals who are with me today, Bharat Masrani, Group President and Chief Executive Officer of the bank; and Jane Langford, Executive Vice President and General Counsel of the bank. As noted earlier, Jane will act as Secretary of the meeting. In addition, members of the bank's senior executive team and Board of Directors are available to assist with questions if necessary. Pat Lee and [ Jordan Schafe ], representatives of TSX Trust Company, the bank's register and transfer agent, will act as scrutineers. Before I invite Bharat to address the meeting, I'd like to recognize the tremendous efforts of all TD colleagues over the past year. Through a period of change, they delivered every day, serving customers and clients and advancing the bank's priorities. On behalf of the Board, I'd like to thank them for all that they have done. [Foreign Language] [Interpreted] Every day, they showed up for our clients and the bank. On behalf of the Board, I would like to thank them. 2022, TD delivered growth and strong financial outcomes. Our balance sheet is strong, and we have deep liquidity, critical foundations for a successful bank. This performance enables us to invest in our business, add new capabilities and continue to pay dividends to shareholders. We also took important steps to deliver on environmental, social and governance priorities. We advanced our diversity and inclusion efforts invested in our communities, established new targets for financed admissions and announced a new $500 billion sustainable and decarbonization finance target. [Foreign Language] [Interpreted] In 2022, we offered excellent service to our clients, supported the communities where we are present and invested in our colleagues and our sectors. Recognize the tremendous efforts of Bharat Masrani and his executive team who delivered for all shareholders, all stakeholders, including our shareholders. In closing, I want to thank our shareholders for their confidence and our millions of customers for the opportunity to serve them every day. [Foreign Language] [Interpreted] In closing, I want to thank our shareholders for their confidence and our millions of customers for the opportunity to serve them every day. With that, I'll ask Bharat to address the meeting.

Thank you, Brian. Good morning, everyone, and thank you for joining us. It's great to see so many of you here in the room. I also want to welcome those on the webcast or on the phone. Since we last met a year ago, TD has continued to grow, welcome new -- continue to welcome new customers, generate capital, expand our business and grow. As a result, TD's 2022 earnings reached $15.4 billion on an adjusted basis, a 5% increase from 2021. We also increased and continued to pay dividends to our owners. In fact, over the last decade, we had the highest total shareholder return among our Canadian peers. Strong performing businesses, supported by the best talent in the industry, delivered significant progress in 2022. The Canadian Personal Bank welcomed new customers, deepened relationships, introduced innovative products and services and strengthened our position as Canada's leading personal bank. We finished the year with the highest net customer acquisitions since 2014, including record account openings in the important new to Canada segment. The Canadian business bank expanded its customer base and supported the aspiration of almost 900,000 small businesses across the country. We also increased loan and deposit volumes. Among Canada's largest banks, TD was ranked highest in customer satisfaction and small business banking by J.D. Power, reflecting the trusted relationships we have built with our customers. As you may recall, our Business Bank distributed more Canada Emergency business account loans than any other bank during the pandemic. Today, as small businesses rebuild and contribute to Canada's future, we are there for them with sound advice and a full suite of financial services. Wealth Management continued to operate Canada's largest direct investing business, which the Globe and Mail recently ranked as the top digital platform in the country. We also remain Canada's largest institutional money manager. TD Insurance solidified its leadership as Canada's largest direct-to-consumer home and auto insurer, and we recently launched small business insurance, another example of our commitment to support small businesses across Canada. Taken together, this is why Global Finance Magazine ranked TD as Canada's most valuable brand. In the United States, TD Bank, America's most convenient bank, continue to grow and win new customers. For the sixth consecutive year, TD Bank was the largest small business administration lender in our U.S. footprint and the second largest in the United States overall. From Maine to Florida, our reach continues to grow with new store openings and an expanding suite of products. TD's success in the U.S. over the past 15-plus years demonstrates the enormous potential we have in the world's largest banking market. As you know, we announced our proposed acquisition of First Horizon in February of 2022. As previously disclosed, we've come to believe that the deal is not expected to close by the May 27 expiry date. We have opened discussions with First Horizon about a possible extension, and we will update our shareholders when we can. Turning to TD Securities. The last 12 months have been transformative. We advanced our U.S. dollar strategy, served a growing roster of clients around the world and participated in some of the largest transactions in the market. With our recent acquisition of Cowen, almost 1,700 new colleagues have joined TD Securities. They bring a wealth of experience, complementary capabilities, deep client relationships and provide industry-leading research. I am excited by what the future holds for a growing TD Securities team. Overall, we had a strong 2022 and a strong start to 2023 with continued momentum and record results in our first fiscal quarter. For the past few weeks, we've seen new uncertainty in the global financial sector. TD's diversified business and strong foundations proved resilient once again. Deposits are stable. New account openings are up and capital and liquidity are strong. With a common equity Tier 1 ratio of 15.5% at the end of the first fiscal quarter of 2023, we have the means to continue to invest and build for the future. 3 years after the onset of the global pandemic, we are stronger and more competitive than ever. [Audio Gap] We share our customers' aspirations and are eager to see their dreams and goals realized. And we work hard to earn their confidence every day by making it easier to bank with us, offering value and trusted advice. That's what it means to be TD. Our commitment to serve goes even further. Our purpose is to engage the lives of our customers, communities and colleagues. Last month, we released our annual suite of ESG reports. They represent the tremendous effort by thousands of colleagues across the bank. Through the TD Ready Commitment in 2022 alone, we contributed nearly $150 million to our communities, and we are well on the way to meeting our $1 billion target for community giving by 2030. In addition, in 2022, TD surpassed our $100 billion target for low-carbon lending, financing, asset management and other programs. So we began work toward a new goal. We recently announced a new 2030 target, $500 billion to support environmental, decarbonization and social activities to contribute to a more sustainable, equitable and inclusive future. To build on the climate action plan announced in 2020, we also outlined expanded financial emissions targets for specific industries we chart our path to net zero, as we chart our path to net zero. And we continue to invest in a talented and diverse workforce, one that represents the communities we serve with engaged and empowered colleagues working in an inclusive environment where they can thrive and grow. I'm incredibly proud of our progress and proud that we have doubled the representation of Black executives, that we are on track to reach our Canadian target of 45% women in Vice President and above roles by 2025, and that we have a senior executive team that includes leaders of different backgrounds with diverse experiences and perspectives. In recognition of our efforts, TD was listed on the 2023 Bloomberg Gender Equality Index for the seventh consecutive year. And we were listed on the Dow Jones Sustainability World Index for the ninth consecutive year. In fact, we are the only North American bank on the index. In an evolving market where more people are looking to work with businesses that share their values, TD is setting itself apart. As we meet today, we are navigating an ever-changing and often challenging macroeconomic and geopolitical environment. Policymakers are taking action, including through the U.S. Inflation Reduction Act and measures proposed in Canada's recent budget. The ongoing conflict in Ukraine continues to devastate the lives of millions of people. It has also highlighted the need for global energy security, critical for the future of the global economy. Canada has one of the largest, most reliable sources of conventional energy on the planet with among the most stringent environmental standards in the world. We can and should support the responsible energy development the world needs today. At the same time, we must accelerate the work needed to transition to cleaner alternatives for a more sustainable future. It's not a question of either or, we can and must do both. Canada's growing tech sector presents another opportunity As new innovation disrupts the entire industries, Canada needs to identify more avenues for growth, employment and leadership. In addition, we will further strengthen our country as we welcome millions of new Canadians in the years ahead. The immigrant experience is something I know a bit about. I know what it is like to arrive in a new country and work to build a new life. For these new Canadians to try for everyone in Canada to thrive, let's continue to drive positive change, help foster new pathways to economic inclusion, and build a better future together. This includes better housing access with the transportation, health care, education and other services critical for vibrant communities to thrive. Employment access with training and opportunities for millions of Canadians who face a changing job market or require new skills to compete. Financial access, regardless of where people live or what they earn, let's empower them and help them build their future with confidence. A Canada that is ready, willing and able to do business with the world must focus on these issues. Canada's financial systems supported by effective regulation and stable, well-capitalized bank is fundamental to our future and a competitive advantage on the world stage. At TD, we believe that it is our responsibility to directly contribute to Canada's future prosperity and to be a catalyst for growth. We will support businesses, large and small, to grow, create jobs and adapt for the future. We will guide customers to uncertain times and help households achieve their goals. We will continue to invest in communities to help build a more inclusive and sustainable future. As part of that work, we will also challenge bias and racism and promote equity. We will listen, learn and actively contribute to indigenous reconciliation, a priority we share with millions of Canadians. And importantly, for our future and Canada, we will help our colleagues acquire new skills and develop the next generation of innovators and leaders. The Green Shield, TD bankers were with pride represents our commitment to strive, as always, to be the better bank. I want to thank the more than 95,000 TD colleagues who work hard every day to bring our vision and our purpose to life. You are the true strength of the bank and our greatest competitive advantage. I also want to thank our Board for their continued guidance and counsel. Fellow shareholders, in the months and years ahead, we will continue to work hard to earn your trust, your support and your loyalty. Thank you.

Thank you, Bharat. At this point, we'll move to the formal business of the meeting. I'd like to recognize the fact that the movers for the motions presented by the bank are TD directors or employees who are also shareholders. For shareholders and proxy holders who are joining remotely and have registered to access our online voting platform, the polls will open and will open soon and will close after the presentation of our items of business. Those of you who are here with us in person, ballots were made available to shareholders and proxy holders at the registration desk. We prepared a blue ballot for the first 3 items of business, namely the election of directors, the appointment of the auditor, and the advisory vote on the bank's approach to executive compensation. A green ballot has been prepared for the 6 shareholder proposals to be voted on today. These proposals, along with the proponent statements and the Board's responses, are set out in the management proxy circular and in the booklet that was on your chair when you entered the room. That information booklet is also available on our annual meeting web page. Scrutineers have a supply of ballots in both English and French. If you've not received a ballot and would like to vote during the meeting please raise your hand now and the scrutineers will bring you a ballot. I'd remind you that if you have already voted or sent in a proxy, you do not need to do anything unless you wish to change your vote. When you sign your ballots, please print your name clearly above your signature. When proxies are submitted to our registrar and transfer agent, they are counted and tabulated by their officers. The scrutineers of the meeting will then verify and report the results. A simple majority of the votes cast during this meeting 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 front page of the booklet that was on your chair contains guidelines for shareholder participation. These guidelines are based upon the rules of order as well as common sense and courtesy. Those guidelines are also available online on our Annual Meeting web page. If you're a shareholder or a proxy holder joining us remotely and wish to ask a question via webcast. You can submit your question at any time and please indicate whether it relates to a specific motion or whether it is of a more general nature. For example, if you'd like your question read out before shareholders vote on the advisory vote on the executive compensation, please indicate that in your submission, and we will read it out then. If it's of a more general nature, then we will read it out during the Q&A session. As a reminder, if you wish to ask a question in person or by phone, you will be prompted to do so at the appropriate 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 a speaker has an additional question and if there is sufficient time, they will be recognized again after we've heard from others who are waiting to speak. On behalf of your fellow shareholders, I thank you in advance for your cooperation. Copies of TD's 2022 annual report, which contained the bank's 2022 financial statements and the auditor's report on them, were delivered to shareholders in advance of the meeting. You can also obtain a copy of our annual report at the entrance to the room or on our website at td.com. We'll now address any questions or comments that have been submitted by shareholders or proxy holders directly related to the 2022 financial statements. [Operator Instructions] If you have questions or comments that are not directly related to the 2022 financial statements, please hold them until the appropriate time. Are there any questions or comments relating to the financial statements? I don't see any in the room. Are there any on the phone, operator?

No questions on the phone line.

Okay. Then we -- and we'll move on to the webcast. Do we have any questions come in through the webcast?

Chair, no questions have come in on the webcast related to this item.

Thank you. We'll now move to the election of directors. [Foreign Language] [Interpreted] We will now move to the election of directors. That 2 of our current directors, Nadir Mohamed and Jean-René Halde, are not standing for reelection this year. On behalf of the Board of Directors and the bank's employees, I'd like to express our sincere gratitude for their invaluable contribution during their time on the Board. It's been a privilege to work alongside both of you. Information about each nominee is included in the proxy circular. To facilitate the introduction of the nominees, we prepared a slide presentation that introduces them.

Cherie Brant; Amy Brinkley; Brian Ferguson; Colleen Goggins; David Kepler; Brian Levitt; Alan MacGibbon; Karen Maidment; Bharat Masrani; Claude Mongeau; Jane Rowe; Nancy Tower; Ajay Virmani; Mary Winston.

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'll now call in Charles McCarragher, Vice President with TD, to nominate the directors for the upcoming year.

Thank you, Chair. I hereby move the nomination of each of the persons whose name appears in the proxy circular under the heading Director Nominees to be a Director of the bank until the close of the next Annual General Meeting of the bank's common shareholders.

I hereby move the nomination of each of the persons whose name appears in the proxy circular under the heading Director Nominees to be a Director of the bank until the close of the next annual meeting of the bank's common shareholders.

Thank you. Charles. I will now address any questions or comments that have been submitted by shareholders or proxy holders directly relating to the election of directors. [Operator Instructions] Are there any questions or comments relating to the election of directors? Seeing none, we will now address questions from the phone. Operator?

There are no questions on the phone line.

Thank you. Any questions come in through the webcast?

Chair, there are no questions from the webcast related to this item.

Thank you. So voting is now open, and we'll invite shareholders and proxy holders to submit their votes if they have not already done so. In-person attendees are asked to move to item #1 on the blue ballot which relates to the election of directors. Please mark it now. As I mentioned earlier, if you have already voted or sent in a proxy, there is no need for you to do anything unless you wish to change your vote. [Voting]

The next item on the agenda is the appointment of the auditor. [Foreign Language] [Interpreted] The 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. Helen Mitchell and Troy Butner, representatives of Ernst & Young, are available to assist with questions if necessary. I'd now like to call on Alan MacGibbon, the Chair of our Audit Committee, to make this motion.

Thank you, Chair. I move that Ernst & Young LLP be appointed auditor of the bank to hold office until the close of the next annual meeting of the bank's common shareholders.

Thank you, Alan. We'll now address any questions or comments that are directly related to the appointment of the auditors. Seeing none. Are there any questions on the phone?

No questions on the phone line.

Thank you. Any questions on the webcast?

Chair, no questions have come in from the webcast related to this item.

Thank you. So we'll now invite shareholders and proxy holders to submit their votes if they have not already done so. The appointment of the auditor is item #2 on your blue ballot. Please mark it now. As a reminder, if you've already voted or sent in a proxy, there is no need to do anything unless you'd like to change your vote. [Voting]

The next item of business is the advisory vote on the bank's approach to executive compensation. [Foreign Language] [Interpreted] The next item of business is the advisory vote on the bank's approach to executive compensation. The resolution on the approach to executive compensation is set out in the proxy circular under the heading advisory vote on approach to executive compensation. I'll ask [indiscernible], Managing Counsel with TD, to move the motion.

Thank you, Chair. I hereby move that the resolution set out in proxy circular under the heading Advisory Vote on Approach to Executive Compensation be passed. [Foreign Language] [Interpreted] Thank you, Chair. I hereby move that the resolution set out in the proxy circular under the heading Advisory Vote on Approach to Executive Compensation be passed.

Thank you, [indiscernible]. I will now address any questions or comments that have been submitted by shareholders or proxy holders that directly relate to this matter. [Operator Instructions] I see Mr. Gagnon like to address us?

[Interpreted] Thank you, Mr. Chairman. My name is Willie Gagnon. I represent the MEDAC. We are sorry that we feel compelled to speak on this point each year. We are against the bank's approach to executive compensation. We feel that there are only 2 criteria to set executive compensation, namely the size of the bank and the bank's performance. We would be happy that social criteria be taken into account. Last year, shareholders proposal was made to disclose the bank's internal compensation ratio. We understand that you receive 20 to 30x the median compensation of the bank, which is about $137,000. We are obliged to calculate this ourselves based on public information. This compensation ratio is about 100 or 110. Each year, you are above 100. This is very far from the 20 to 30x that we believe is reasonable. Until when will you draw this out? [Interpreted] There were 14% of shareholders who support a disclosure of this ratio. When see that banks are cross shareholders of each other to about 20% of shares, 14% of shareholders is a significant percentage. What are you waiting for to disclose this ratio, which is now required to be disclosed in the United States. It would be, well, if your compensation policy would include the criteria related to the ratio as is the case other financial institutions in Canada, especially in Quebec, such as Desjardins that disclose this ratio, we would be happy not only to see this ratio disclosed, but also that you use it in order to ensure that the compensation does not reach such heights. When we compare the compensation of the best paid executive to the medium income in Canada, the ratio is 381:1. If we add up compensation of the 5 best paid executives in the bank. We [ add ] up to $43 million, 1,096x the average compensation in Canada. [Interpreted] I'm sorry that, once again, I have to repeat what our founder -- until when -- until when will you draw this out? The advisory vote on compensation obtains a stratospheric proportion of shareholders' favorable opinion. If a similar vote were to be taken among the general population, I doubt that the outcome would be as high, and this is a matter of the reputation of the bank. Thank you, Mr. Chairman.

[Interpreted] Thank you, Mr. Gagnon for your remarks. We respect your opinion. As you will see, our shareholders, as you have just mentioned, in fact, our shareholders, in their vast majority, have a different opinion. Question on the approach to executive compensation in the room. I don't see any on the phone.

No questions on the phone right now.

On the webcast?

Chair, there are no further questions from the webcast regarding this item.

Thank you. So we now invite shareholders and proxy holders to submit their votes if they have not already done so. If you've already voted or sent in a proxy, there is no need for you to do anything unless you'd like to change your vote. For in-person attendees, this item is -- this is item #3 on your blue ballot. Please mark it now. I'd like to remind you that when you finish marking and signing the blue ballot, please print your name above your signature. [Voting]

I'd now ask the attendants to collect the blue ballots so the scrutineers can begin tabulating the votes on the first 3 items. Next to be put before the meeting of the shareholder proposals. [Foreign Language] [Interpreted] Next to be put to the meeting are shareholder proposals. Shareholder proposals for consideration at this meeting. Proposals 1 and 2 were submitted by the British Columbia General Employees Union of Burnaby, B.C. Proposal 3 was submitted by Mouvement d’éducation et de défense des actionnaires, also known as MEDAC of Montreal, Quebec. Proposal 4 was submitted by Gina Pappano of InvestNow of Toronto, Ontario. Proposal 5 was submitted by Vancity Investment Management of Vancouver, B.C., and Proposal 6 was submitted jointly by Vancity Investment and Investors for Paris Compliance at Victoria B.C. I'd also like to mention that the British Columbia General Employees Union submitted an additional proposal with the support of the Union of British Columbia Indian Chiefs that was withdrawn following discussions with the bank, and MEDAC submitted 3 additional proposals that were withdrawn following discussions. We'll invite representatives of these organizations to present statements regarding their withdrawn proposals after we address all of the shareholder proposals that are to be voted upon. The withdrawn proposals and supporting statements as well as the bank's response to them were included in the proxy circular at the request of the proponents, and we thank them for their engagement on these topics. [Foreign Language] [Interpreted] I would also mention that the British Columbia General Employees Union has made another proposal with the support of the union of British Columbia Indian Chiefs that was withdrawn following discussions with the bank. And MEDAC submitted 3 additional proposals that were withdrawn following discussions with the bank. We will invite representatives of those organizations to address -- to present statements regarding their withdrawn proposals after we address all of the shareholder proposals that are to be voted on. The withdrawn proposals and supporting statements, as well as the bank's responses to them were included in the proxy circular at the request of the proposals, and we thank them for their engagement on these topics. We now turn our attention to the proposals. The proxy circular includes statements by the proposal in support of their proposal as well as the reasons why the Board is recommending to shareholders that they vote against the proposals. As a result, in the interest of time, we will not be revisiting the reasons for the Board's position during the discussion of the proposals. Shareholders and proxy holders will be given an opportunity to comment on each of these proposals. As I indicated earlier, I ask that each speaker be mindful of the guidelines for shareholder participation. But also -- it would also be appreciated if each speaker could give his or her name and state whether they are a shareholder or a proxy holder. The first item is proposal -- is shareholder proposal 1 and is set out in the proxy circular under the heading Shareholder Proposal starting on Page 80. [Foreign Language] [Interpreted] The first item is Shareholder Proposal 1 and is set out in the proxy circular under the heading Shareholder Proposal starting at Page 80. I now invite Emma Pullman to move the motion in connection with Shareholder Proposal 1 and to present a statement on behalf of the British Columbia General Employees. Over to you.

Thank you, Mr. Chair. My name is Emma Pullman, and I'm a shareholder duly representing the British Columbia General Employees Union, and I am here to present shareholder proposal #1. This proposal asks TD to disclose how it assesses and mitigates human rights in connection with its business relationships with clients that own multifamily residential properties in Canada. Housing financialization is a growing issue in Canada. According to the Federal Housing Advocate, 20% to 30% of Canada's first purpose-built rental housing stock is owned by real estate investment trust. And this number might not even tell the entire picture. Graduate students at [ Waterline and Miguel ] use sophisticated data streaming software to determine that financial actors own 32% of rental properties in Montreal, suggesting the problem might be bigger than we realize. In Yellowknife and Iqaluit 80% of the multi-unit private residential housing is owned by REITs. TD currently provides banking and lead capital market services to several REITs. In Canada, there are guidelines and human rights in the commercial real estate space that are informed by the United Nations Guiding Principles on Business and Human Rights and OECD guidelines. But there are no such guidelines for REIT operating in the multifamily residential space. Without any guidelines, TD must ensure that it is compliant with its own obligations. Specifically, TD must ensure that it is seeking to prevent and mitigate adverse human rights impact linked to business relationships even if they aren't contributing to those impacts directly. In its response to a similar proposal filed this year that was withdrawn, the Royal Bank of Canada acknowledge the potential for adverse human rights impact stemming from the financialization of housing. It updated its E&S risk management procedures for lending and underwriting, which included broadening its E&S risk, due diligence requirements and review procedures related to human rights impacts. Similarly, the Bank of Montreal committed to evaluating and enhancing its due diligence practices and training to address human rights due diligence considerations. TD currently has no equivalent or comparable disclosure or practices. And that's leave investors to question why TD refuses to broaden due diligence procedures in this area. We believe that TD's risk management practices in this area needs to move beyond reputational risks alone. In its response to our proposal, TD says that its existing human rights risk mitigation procedures are adequate. We respectfully disagree. Failing to adequately manage the human rights impacts of the financialization of housing impact society's most marginalized, the first and the worst. It hurts indigenous people, women, people who are Black and racialized, people with disabilities, people who are to LGBTQIs and other disadvantaged groups. I duly move this proposal and urge shareholders to support this resolution. Thank you.

Thank you, Ms. Pullman. Are there other comments or questions on this proposal? I don't see any in the room. Are there any on the phone?

Chair, no questions have come in related to this item.

On the webcast?

Chair, no questions related to this item.

Thank you. Board of Directors has recommended voting against proposal 1. Voting on our webcast is open, and we invite shareholders and proxy holders to submit their votes if they've not already done so. If you have already voted or sent in a proxy, there's no need for you to do anything unless you wish to change your vote. For in-person attendees, please mark Shareholder Proposal 1 on the green ballot. Thank you. [Voting]

The next item is Shareholder Proposal 2, which was submitted by the British Columbia General Employees Union. [Foreign Language] [Interpreted] The next item is Shareholder Proposal 2, which was also submitted by the British Columbia General Employees Union. I'll ask Emma Pullman to move the motion and present a statement regarding the proposal. Ms. Pullman?

Thank you, Mr. Chair, and hello again, fellow shareholders. So TD is the second largest Canadian financial institution contributor to transfer emissions. According to Bloomberg data compiled on oil and gas M&A transactions, where assets moved from a high disclosure environment to a low disclosure environment, TD advice on 51 oil and gas M&A deals were $63 billion since 2018. And of these, 20% were transferred emissions transactions. In its 2023 report transferred emissions, how risks in oil and gas M&A can hamper the energy transition. Environment defense fund argues that banks have a critical role to play in advancing solutions that we make oil and gas steelmaking for a net-zero global economy. On that being, our shareholder proposal asks that when TD provides new project-specific financial services, including advisory services on brown-spending transactions, TD will take reasonable steps -- parties to these transactions take reasonable steps again to make disclosures consistent with TCFD. In response to our proposal, TD claims that its existing risk management policies and procedures, together with its climate action plan, substantially achieved the crux of our proposal. We disagree. TD's Climate Action Plan has no relevance to TD's participation in ground spinning transaction as these transactions do not affect or factor into TD's net-zero or finance emissions targets. TD already prohibits lending to companies involved in conflict minerals, royal heritage sites and critical habitats to name a few. TD will not provide advisory services for oil and gas activities on the Arctic Circle and will not lend or provide capital markets or M&A advisory services for companies that have a certain level of exposure to [indiscernible]. [indiscernible] of TD is a natural extension of work that TD already does with regards to its environmental and social risk processes for nonretail lending business plan. TD argues that our proposal is unduly prescriptive. But again, we disagree. Our proposal does not prevent TD from participating in any type of transaction. We simply ask that TD extend its existing policies to transactions involving solution in terms of [indiscernible]. Our proposal only asks TD to take reasonable steps as well. Canadian banks all have climate action plans and emission reduction target. If banks are facilitating the movement of polluting assets from high disclosure entities to low or no disclosure entities, banks have a responsibility to act in a manner consistent with those climate action plans and doing this proposal.Thank you.

Thank you, Ms. Pullman. Are there any other questions or comments on this proposal? I don't see any in the room? Any on the phone?

Chair, no questions have come in related to this item.

Website?

Chair, there are no questions related to this item.

Thank you. As the Board has recommended voting against proposal 2. We invite shareholders and proxy holders to submit their votes if they have not already done so. I'd remind you that if you've already voted and don't wish to change your vote, you don't need to do anything. For in-person attendees, please mark Shareholder Proposal 2 on the green ballot now. [Voting]

The next item is Shareholder Proposal 3. [Foreign Language] [Interpreted] The next item is Shareholder Proposal 3. I will now invite Mr. Willie Gagnon to move the motion and to present a statement on behalf of MEDAC regarding Proposal 3. I now invite Mr. Gagnon of MEDAC to move the motion and present a statement regarding this proposal.

[Interpreted] Thank you, Mr. Chairman. My name is WIllie Gagnon. I act for MEDAC. We presented 4 proposals, only one is being put to a vote. Proposal 3 is entitled Advisory vote on environmental policies. It is proposed that the bank adopt a policy and an annual advisory vote on its environmental and climate action plan and objectives. This is the say on climate proposal. We would invite all shareholders to support that initiative which was submitted last year with relatively high number of votes. About 25% of votes were cast in favor of this best practice that a number of other public companies have already implemented. Major shareholder advisory firms have recommended against this proposal for a number of reasons that you repeat practically verbatim, especially that the bank has communicated with a number of shareholders who had voted in favor. We believe that such an advisory vote on climate policy could be a spurt of this kind of initiative. You also say that the benefits are outweighed by the risks of this vote. We would be curious to know what risks or what consequences will be involved in holding such a vote. [Interpreted] You stated in your answer that you acknowledge the complexity of the legal framework in -- related to this issue. And this is why the Board is invested with powers in this area, and the Board, you state, has the exclusive power and responsibility to set a corporate strategy. We do not challenge this exclusive power and full accountability. This is an advisory vote. This would have no impact on the Board's prerogative. [Interpreted] You also say that this is not a once-a-year exercise. Well, then why do you have an advisory vote on executive compensation? In financial circles, it is generally argued that companies that ought to hold such as say on climate vote are, first and foremost, those that have massive impact on the environment, and it is generally admitted, that banks do have a massive impact on the environment through their loan portfolios in the polluting industries. You also say that shareholders who are dissatisfied with the bank's strategy can express that dissatisfaction in the election of directors. So in that case, again, I repeat -- I repeat myself, why do you have an advisory vote on compensation if all we have to do is to vote against directors if we're not happy with the compensation. Your response is disappointing, and we would invite all shareholders to support this proposal. Thank you, Mr. Chairman.

[Interpreted] Thank you, Mr. Gagnon. Questions? Seeing none. Anything on the phone?

Chair, no questions have come in related to this item.

On the webcast?

Chair, no questions related to this item.

Thank you. Your Board of Directors has recommended voting against proposal 3. We invite shareholders and proxy holders to submit their vote if they've not already done so. Again, I'd remind you that if you have already voted and don't wish to change your vote, you don't need to do anything. For in-person attendees, please mark Shareholder Proposal 3 on the green ballot now. Thank you. [Voting]

Next item is Shareholder Proposal 4. [Interpreted] The next item is Shareholder Proposal 4. We'll InvestNow to move the motion and to present a statement regarding Proposal 4. Go ahead.

Thank you. My name is Gina Pappano, and I'm a shareholder representing on behalf of InvestNow Inc. Thank you for the opportunity to present today. I am asking TD for an explicit commitment to continue to invest in and finance the Canadian oil and gas sector and for a clear signal that the bank will step away from policies like net-zero that hurt the sector. I'm a shareholder, I have worked in Capital Markets. I'm a daughter of factory worker immigrant. I'm a mother who cares about her children's future. And unless you change your tune, you will hurt all our children's futures. The oil and gas sector is central to Canada's economy and prosperity. Investing in the sector is investing in an industry that fuels everything we do. It is investing in a livelihood not just at the hundreds of thousands who work in the sector, but the million, that is all of us who depend on it for heating and eating and driving to work and really for all aspects of life. One only has to look at TD's own Board of Directors to see the import of the sector. 8 of 14 directors are currently running or were senior executives at companies that wouldn't exist without oil and gas. Cargojet, Cenovus, Family Dollar stores [indiscernible], Johnson & Johnson, Dow Chemicals, CN Railway and [indiscernible]. Divesting from oil and gas means severely damaging our economy. It means the growing demand around the world will be met by other less responsible, less environmentally friendly suppliers. It means emissions will actually go up and environmental performance will go down. It means we will see more hardship for everyday Canadians as our economy will be hobbled, businesses and industry will shut down, people will lose their job and energy poverty will grow. All while watching the demand for oil and gas be supplied by countries other than Canada. Why would a bank and its shareholders want to commit to that? On net-zero, the bank should step back. The federal government's net-zero target is not a legal obligation. Adherence to anti-oil and gas investment policies like net-zero suggest that the bank thinks that oil and gas extraction, development and use are not essential. This couldn't be more wrong. Nothing happens without oil and gas. It is time for the banks to stick to their knitting by investing in and financing oil and gas. This sector is essential for the functioning of the economy for jobs for innovation and for global emissions reductions. I am urging you to vote for proposal #4. TD should invest in Canadian oil and gas with the good of the economy, the environment, shareholders and all Canadians. I move this proposal. Thank you.

Thank you. I will now address any questions or comments in the room on this proposal. I don't see anything on the phone.

Chair, no questions have come in related to this item.

On the webcast?

Chair, no questions have come in related to this item.

Thank you. Your Board of Directors has recommended voting against proposal 4. We now invite shareholders and proxy holders to submit their vote if they've not already done so. I remind you that if you have already voted and you don't wish to change your vote, you don't need to do anything. For in-person attendees, please mark Shareholder Proposal 4 on the green ballot now. Thank you. [Voting]

Next item is Shareholder Proposal 5. [Interpreted] The next item is Shareholder Proposal 5. I'll now invite Kelly Hirsch to move a motion regarding this proposal and to present a statement on behalf of Vancity Investment Management.

Thanks. My name is Kelly Hirsch. I am a shareholder representing Vancity Investment Management. Good morning. Thank you for the opportunity to speak to the merits of our proposal and on behalf of Vancity Investment Management, I'd like to thank TD for their willingness to engage with us on the dialogue surrounding this proposal. We believe that CEO meeting worker pay ratio is an important metric to disclose for several reasons that I'd like to highlight today. Economic inequality has been a persistent issue in our society, almost the contributing factor is the growth disparity between executive and employee pay. In the U.S., CEO compensation has skyrocketed by a staggering 1,460% since 1978. While the average workers' pay has only increased by a mere 18.1%. In Canada, average pay for the top 100 best paid CEO hit an all-time record in 2021, increasing 31% from the previous year. Workers on average only saw a 2% increase over that same time period. The negative impact of widened compensation gap on company performance cannot be overstated. Not only do such gaps increased labor costs due to higher employee turnover, but they also have a direct impact on employee morale. These costs can be particularly significant for human capital-intensive companies like TD. By prioritizing fair and equitable compensation practices, TD can ensure that its employees are motivated, engaged and committed to the company's success. The impact of economic inequality extends far beyond individual companies and can have significant implications for the broader context. Researchers show that high levels of inequality can lead to lower productivity, reduced GDP growth, long-run of severe recession and increased social advantage. These risks are particularly relevant to financial institutions like TD, which depend on a thriving economy to drive business forward. The CEO to median worker pay ratio is a powerful metric that provides a quantifiable ways to monitor this risk. As a leading financial institution in the Canadian economy, TD has an opportunity instead of precedent for other companies to follow by starting to disclose this information. It is critical to recognize that the ratio from single year is not a folk, so the ratio to be useful, investors, employees and management need to see the trends over time. This allows TD to ensure the wage gap is not widened. And if it is, as has been the tendency for the past few decades. This tool will be critical to identify that and make corrections to ensure employee sentiment stays positive, preventing turnover, costs and decreased productivity. The CEO to median worker pay ratio disclosure is not just a trend, but a well-established practice in the U.S. and U.K. that benefits both companies and their shareholders. The GRI standards provide clear guidelines for calculating and disclosing this information, making it a feasible and worthwhile initiative for TD. Therefore, we propose that the Board of Directors undertake a comprehensive review of executive compensation levels in relation to the entire workforce and at reasonable cost and proprietary information publicly disclosed of CEO to median worker pay ratio on an annual basis. I move the proposal forward. Thank you very much.

Thank you. Are there other questions or comments? Mr. Daniel?

Mr. Chairman, we are obviously in favor of this proposal. We have made precisely this proposal on a number of occasions in previous years. Barring tomorrow's National Bank AGM, this is practically the final bank AGM this year. We have heard it said in the hallways, by bank leaders, by bank directors, that disclosure of the ratio is coming and is inevitable. Can you tell us when you have decided to disclose the compensation ratio? Can you tell us when you will be supporting a similar proposal? Not only are we hearing it in the hallways, but it is said to be unavoidable. So what are you waiting for to publish and disclose this ratio, not just to disclose it, but to use it as a criteria to establish executive compensation. Once again, we are obviously in favor of this proposal, and we hope that it will obtain an even better score than in the past, and we would ask all shareholders to support it.

Thank you, Mr. Daniel. Over there.

Mr. Chairman. Sure [indiscernible], it's indeed my pleasure to address the shareholders board and executives today. My name is Thomas McCally. I am a shareholder, but today, I actually hold the proxy for my wife. So with her comfort. Our families have in [indiscernible] of Canada Trust when it was called [indiscernible] 860 Street, back to 1974 and to this day. We call it the green day. I've joined my friend, Mr. Davis, who you people are probably well acquainted of, who's been speaking for decades on executive compensation. Much as incentive of this proposal and much has been reported in the press, but perhaps a slightly different perspective. I believe that TD has a very unique opportunity to continue to be leaders in Canada and North America as it is demonstrated for decades in so many other areas, community programs, support of diverse communities, the environment and many, many other things. Now at the time that TD has an opportunity to demonstrate its compassion for its thousands of employees and provide leadership for equitable compensation. I understand following the lead of the rev book. Mr. Chairman include vertical compensation metrics on the Board's agenda in the coming year, and TD will again demonstrate its leadership. Thank you.

Thank you, sir. Other questions or comments? Being none. Anything on the phone?

Chair, no questions have come in related to this item.

On the website?

Chair, no questions have come in regarding this item.

Thank you. Your Board of Directors has recommended voting against proposal 5. We invite shareholders and proxy holders to submit their vote if they've not already done so. Again, if you have already voted and you don't wish to change your vote, you don't need to do anything. For in-person attendees, please mark Shareholder Proposal 5 on the green ballot now. [Voting]

Next item is Shareholder Proposal 6.

The next item is Shareholder Proposal 6.

I'll ask Matt Price of investors for Paris Compliance to move a motion regarding this proposal and to present a statement on behalf of Vancity Investment Management and Investors 4 Paris Compliance. Over to you.

Thank you. My name is Matt Price with Investors 4 Paris Compliance. We're shareholder efficacy organization that attracts the [indiscernible] commitment to public listed companies in Canada and we have a very close attention to the financial sector and big banks. So I'd like to thank everyone for the time today. I'd like thank the entity for filing this proposal with us. And I'd like to thank TD for the engagement of the proposal, which is a very constructive, even though we didn't come to the agreement. Study on the Quebec recently measured the finance commission of the large Canadian banks, actually found that TD had the highest of all the Canadian banks, which was a surprise. I think people were more expecting that could be RBC at 450 million tonnes, which means that TD has the highest transition risk of all Canadian banks. And if you will, that's the highest mountain to climb. And so I'd like to continue with this metaphor of the mountain. It's a mountain towards net-zero compliance, which we all climb together, and it's hopefully a rewarding climb because at the top of the mountain, there's a clean energy future and a low-carbon economy. So what has TD done so far in terms of its planning? Well, the good news is that TD has done, I think, a better job than any other banks in terms of mapping out the mountain. TD has done a really good job of measuring and disclosing its finance commissions, we gave TD the highest marks on our report card on this kind of task. So congratulations on the mapping. TD has also assembled a climbing party to go up the mountain. I think you have probably the most sophisticated climbing team of all the big banks in Canada. You have clear governance practices governing that team. And so all to the good so far. Where things begin to fall apart, though, is in the target setting. And so by 2030, 3 decades from now, TD is committed to being at the top of the mountain. And so it would sort of imply that in a decade, you should be 1/3 of the way of the mountain. Unfortunately, in TD's target setting, it's sort of said that well, we're climbing upwards direction due to circumstances, we maybe climbing sideways, maybe we climb backwards, this is what intensity-based targets actually amount to. What that means is that in the subsequent decades, you're going to have to spread faster, maybe more exhausted and may trip, and that's otherwise known as increased transitions. And then the other problem brings to the kind of the focus of this proposal, which is that TD hasn't told us how it's going to get up the mountain. Practically, what concrete step its going to take to actually get to net-zero. So for example, it hasn't told us how it's going to wind down sort of high carbon financing in areas like coal. It hasn't told us on client engagement, how it's going to define what a credible client transition plan is, and how it's going to hold clients accountable to that. It hasn't told us how its sustainable and decarbonization finance target, what $500 billion gets to you in terms of emission reductions, and how that relates to your target. It hasn't said anything about how it uses lobbying and public policy muscle to get public policy that will actually help produce its financial emissions. So that's just a whole lot of vagueness and lack of specificity, which leads investors in the dark about how TD is going to climb the mountain. And a kicker is this, last week, there was a lot of press about RBC coming with the largest fossil fuel financer in the world. But what was a little known in that discussion was that the bank with the biggest jump last year was TD, adding $9.5 billion in hospital financing over its 2021 target. So that metric would suggest that TD is actually going backwards, climbing down in that. Why is TD at the bottom, is it inertia? Is it discomfortable climbing at all? Is it fear of heights? That not knowing how to reinvent itself in the business? But ultimately, it's a climb we all have to make. It's a climb that TD will need in order to maintain investor returns in a low-carbon economy. And it's also a climb that we need to do for our kids and our grand kids. So we're not just bankers and investors in this hall today. We're also mothers and fathers and grandfathers and grandmothers and our grandkids and kids are relying on us to get a movement. So in my hand, I also brought today this Caribbean which is close to the green TD color as they could find. And as an offering after the meeting proceedings are over today, I'd actually like to offer this to Mr. Masrani. And it's a similar of the time ahead, and it's also a tool to be sort of highly attached to the ropes climbing at the mountain, and hopefully, you can keep it on your desk as a symbol for taking action in the future. Also, just to close, if you're looking for a good [indiscernible], we're happy to help. Goodbye. Thank you.

Thanks very much. Are there other questions or comments in the room? I don't see. Anything on the phone?

Chair, no questions have come in related to this item.

Website?

Chair, no questions have come in regarding this item.

Thank you. Your Board has recommended voting against proposal 6. We invite shareholders and proxy holders to submit their vote if they've not already done so. If you have already voted or sent in a proxy, there's no need to do anything unless you want to change your vote. For in-person attendees, please mark the shareholder proposal 6 on the green ballot now. [Voting]

That completes the proposals. I'll wait a moment while you finish voting for in-person attendees, please remember to print your name above your signature on the ballot. Now I'll ask the attendants to collect the green ballots. Thank you. I'd now invite Emma Pullman to present a statement on behalf of British Columbia General Employees Union and the Union of British Columbia Indian Chiefs regarding their withdrawn proposal. Ms. Pullman.

Thank you again, Mr. Chair. So again, hello shareholders on land stewarded by [indiscernible]. I acknowledge 313 signs with the Mississauga of the [indiscernible] and the William Treaty signed with multiple Mississauga [indiscernible]. BCGEU in partnership with the Union of BC Indian Chiefs filed a shareholder proposal asking TD to take steps to operationalize free, prior and informed consent by aligning its policies and practices with international industry good practice in further steps to operationalize its stakes by revisiting its environmental and social credit risk process. This modest proposal is aligned with international industry good practices, the UN guiding principles on business and human rights and the Truth and Reconciliation Commission Call to Action #92. Truth and Reconciliation require more than gratitudes and symbolic acts. What matters is how we grapple with the hard truth of colonialism and turn those into action. Financial institutions are the gatekeepers and backbone of the Canadian economy. When banks begin to put their commitments to Truth and Reconciliation into action, it will ripple throughout the entire economy. [indiscernible] will soon be a compliance issue with legislation mandating human rights due diligence, gaining steam around the world and federal legislation such as the Bank Act being reviewed for consistency with the United Nations Declaration. Pre, prior and informed consent is a game changer and companies cannot land acknowledge their way around it. Based on productive dialogue with TD, the BCGEU and the Union of BC Indian Chiefs agreed to withdraw our proposal for commitments with TD. Namely, TD committed to a policy review of its current alignment with its own commitment to advance reconciliation in respect to the rates of indigenous levels, including in respect of the bank's approach to FX. TD committed to review its training programs regarding effect to consider whether they appropriately affect TD support of their Truth and Reconciliation Call to Action #92. And if not, TD will update those programs accordingly. And TD agreed to share insights and updates on these reviews. Our organizations disagree with TD that the equator principles are adequate for assessing environmental and social risk and projects related to the respective indigenous right. [indiscernible] fall short of the minimum standards set out in the United Nations declaration and won't mitigate material risks associated with its [indiscernible] indigenous rights. While we are happy with this first step from TD and truly appreciate the engagement that we had with you, we also recognize that this is a first step in a much longer journey towards reconciliation. And we truly look forward to continuing to engage with you on this issue, and thank you again.

Thank you, Ms. Pullman. The bank has provided its responses to this withdrawing proposal and the management proxy circular. So in the interest of time, I'm not going to respond. I would like to take a moment, though, to say we have a long-standing commitment to the rights of indigenous people, and we appreciate the engagement and dialogue that we've had with the representatives of the BC Government General Employees Union and the Union of BC Indian Chiefs regarding this matter.

I would now ask Mr. Willie Gagnon to make a statement on behalf of MEDAC in respect of his 3 withdrawn shareholder proposals. I will now ask Mr. Gagnon to present his statement to behalf of the 3 withdrawn proposals.

[Foreign Language] National Bank, and we would invite the bank. I understand. This was an issue with the drafting of the form that had been submitted to directors. So we imagine that this can be changed next year. We had made a proposal related to artificial intelligence. We wish the issue of artificial intelligence to be formally included in the mandate of one Board Committee. And in your response, you state that you have agreed to amend the risk committee charter in order to cover more explicitly risks related to artificial intelligence, and we had made a third proposal to increase energy and environmental transition efforts by adhering to the UNEP FI principles for responsible banking. You have stated that you are already producing 2 reports that seem to include that disclosure. We would have liked the information to be put on the public record on a permanent basis. We understand that there is no legal requirement for this information to be disclosed, for example, in SEDAR. There are a number of documents that are made available through SEDAR, even though there is no legal obligation to do so. Nonetheless, we are happy not only with your response, but also with your engagement with us. Once again, thank you, Mr. Chairman. Thank you, Mr. Daniel.

I see that there's a general question that's come in, which says that I haven't responded to a number of questions that have been put to me by people making these proposals. And I'd just like to clarify that, as I said at the outset, the bank's response to these proposals is contained in the circular and haven't responded to each of the questions, it's just because I don't have anything to add to the bank's response. Are there any other -- anybody like to make any comments on these withdrawn proposals? Okay. I understand that the scrutineers have a preliminary tabulation of votes cast in respect of each of the items of business before the meeting. I now ask Jordan Schafer representing the banks registerer and transfer agent to provide us with the scrutineer's report. Mr. Schafer?

Thank you. For the information of the shareholders, we wish to report that 52.2% of the [indiscernible] shares that be voted at this meeting. The results with respect to the election of directors are a substantial majority of votes cast at the meeting were voted in favor of the 13 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 auditor is 97.7% voted in favor of Ernst & Young LLP and 2.3% withhold from voting. The results with respect to the advisory vote on the approach to executive compensation is 95.7% voted in favor of the resolution and 4.3% voted against. The results with respect to the shareholder proposals are: Proposal 1, 16.9% voted in favor, 82.7% voted against, 0.3% abstained from voting. Proposal 2, 10.4% voted in favor, 85.4% voted against, 4.2% abstained from voting. Proposal 3, 21.4% voted in favor, 73.6% voted against, 4.9% abstained from voting. Proposal 4, 1% voted in favor, 98.2% voted against, 0.8% abstained from voting. Proposal 5, 12.4% voted in favor, 83.2% voted against and 4.4% abstained from voting. Proposal 6, 23.5% voted in favor, 71.1% voted against and 5.4% abstained from voting. Mr. Chairman, second at least the scrutineer's report.

Just one thing. In your report on the election of directors, I think you referred to 13 nominees. In fact, they're 14. I'd just like to clarify that. I now declare that the 14 director nominees named in the proxy circular have been duly elected. Ernst & Young LLP has been duly appointed as auditor. The resolution on the advisory vote on the approach to executive compensation has been passed and all shareholder proposals have been defeated. To declare the [indiscernible].

I declare that the 14 director nominees named in the proxy circular have been duly elected. Ernst & Young LLP has been duly appointed as auditor. The resolution on the advisory vote on the approach to executive compensation has been passed. And all shareholder proposals have been defeated.

Voting results will be made available shortly on td.com. This concludes the formal business of the meeting. We'll now move to shareholders' questions and comments. I remind you that questions should be of general interest and not of a personal nature. For those in the room with us, as I mentioned earlier, a representative of TD Customer Care is here today. Christina is located at the back of the room and can assist with personal questions after the meeting concludes. If you're asking a question of a personal nature on the phone, we will defer your questions and have one of our customer care representatives get in touch with you after the meeting. [Operator Instructions] We'll now proceed with the question, and I'll turn the floor over to Bharat. He will conduct the remainder portion of the meeting. Thank you.

Thank you, Brian. Happy to take questions from the floor first.

In your speech, you mentioned that more people are looking to work with businesses that share their values, and as an employer, TD is setting itself apart. I'm wondering as the discussions around ESG issues become more heated, has your prospective or your stance and as it relates to your climate action plan shifted?

Thank you. Great question to go generally on ESG generally and very proud. Actually, the bank's journey on the environmental front started many decades ago. I mean this is not something that we started working on just because it became an item of concern and of interest to many stakeholders. In fact, we've had a long-term commitment at TD. I'm really proud, really proud of how we've conducted ourselves. We were the first North American bank to go carbon neutral in 2010. Lot of banks, lot of institutions, lot of companies now talk about going carbon neutral at a future date. TD was there in 2010. We set up Friends of the Environment Foundation. TD's Friends of the Environment Foundation more than 30 years ago from TD. We've been a leader in green bond issuance among the major financial institutions. And we are the first Canadian bank to announce a $100 billion target to finance journey towards a low-carbon economy. Of course, we launched our climate action plan. We were, I think, among the first to do that. That shows a path to net-zero by 2050. And we also said, as I mentioned in my prepared remarks, we just released our report on ESG, what we call the ESG suite reports, and you see the progress we are making. We've set in some targets for certain sectors, particularly the carbon sensitive sector. So we feel very proud as to how the bank is making progress in this important regard. And to add to that, the $100 billion target we set was set in, I think, 3 years ago, 3.5 years ago. And I have good news to report. We thought it will take us 10 years to get there. We got there this year. And hence, we have now set a new target of $500 billion by 2030 to support sustainable and decarbonization financing target. So I feel very proud as to what the bank has done in this area. We've also certainly taken note that is not just about climate. This is a wider issue. And of course, the bank is working on that as well. We recently announced a $10 million investment in nature conservancy. And I think this is in Northern Ontario, I think it's done into TD Securities. And we continue to advocate for a just an orderly transition and recognize the -- at the same time, recognize the importance of the energy sector in Canada. And so I don't know what else I can add, but I am really proud of our 95,000 colleagues around the world, who -- this is important to them, and the work they do day in and day out to achieve the targets that we've put out there. But thank you for your question. It's terrific question. Thank you. Any other questions on the floor? Hearing none and seeing none. Oh sorry. I'm sorry. Yes. Yes, sir.

Okay. My name is David Peters, and I'm a shareholder. I have a 1-minute story related to current events to tell you, and then I've got a quick question following that. This was back at around 1990, and I was a finance professor at [indiscernible] College. And I was teaching a course of bank management and on a particular day, I was teaching a -- I was giving a lecture on leverage bias. And at the same time, in the news, The Trump Organization was trying to borrow a large sum of money to acquire another company and put Trump's name on it. And so a student in my class asked me the question, "Professor Peters, if you were a banker, would you loan money to Donald Trump?" So I responded to this very quickly, and I said, "There's not a short in hell that I would loan money to Donald Trump." And since Trump was a big wheel in New York City, the students wanted me to give an explanation why I would decline Trump. And I said, the reason is because with the investment that he's trying to make, I don't understand his motivation, whether he's making a decision to maximize well or decision to splatter his name on all sorts of other companies. And that was my answer. Now my question for Mr. Masrani is in your corporate lending as particularly with those types of loans for acquisitions, do you think it's appropriate for the TD to look at the motivations of the borrower in making a credit decision?

David, nice to see you, and thank you for a great question. We know David well. In fact, we -- his farther was a very recognized figure in Canada. If people did not know, he is the TV economist. And of course, minister in government as well, but nice to see you again. We take great pride in how we articulate our risk appetite, how we manage credit and different types of risks in the bank. And it will take me, I don't know how many hours here to go through the whole risk appetite. But essentially, in a simplistic way, we have a few statements we make that we will only lend and take risk in support of our business strategies. We are not a type of a bank that like to deviate because something -- it's a nice new shiny toy that might work for the next 3 months. And we only take risk that we can understand and manage. And as a bank, we don't believe in getting the bank on 1 strategy or 1 deal or 1 acquisition. We always want to make sure that this is a 168-year-old growth company. We have temporary custodians of this fine institution, and we want to make sure we hand this off to the next generation of TD bankers in better shape than we found it. And then finally, we would never want to do anything that will damage the TD brand because that's what we live for. And that's why all of us wear this green shield will pride. So just to get to your question, of course, the lending decision is not just on ratios. It's just not on balance sheet. It means a lot to us as to what this means for the bank as to the type of people we are dealing with, the type of companies we are dealing with. We like to make sure that the old fashion making of -- it's not just collateral, it's not just cash flow, but character matters as well to us. So a long way to say that this is a complicated question as to how exactly a loan or a risk is taken in the bank, but we have a proud history of getting it right most times and ensuring that the bank's balance sheet is protected in our capital use wisely. But thank you for your question. It is nice to see you again. Any other questions on the floor? One more, yes.

My name is Peter Ross, and I am at retail investor in Toronto. My question is with respect to the recent U.S. banking liquidity problems that's emanated out of California started out there. And my question is, considering your extensive U.S. operations and with differing banking laws between the United States and Canada. Does TD maintain Canadian standards for capital and liquidities or what I consider a less stringent U.S. standards for its American subsidiaries? And my concern is that if you use the American standards that might increase my risk in an investment in the TD Bank. I consider the Canadian standard is higher. That was also proven during the financial crisis in 2008.

Thank you for your question. And obviously, an important question. The simple answer is yes and then some. We maintained strong liquidity, strong capital. That's been a hallmark of TD over many, many years. And all our ratios are published, including on a consolidated basis. And where appropriate, we also disclose what our U.S. subsidiaries hold by way of capital and liquidity. But to us, in the bank, liquidity and capital are paramount. A lot of folks think of a strategy to increase market share or increase their balance sheet. But for us, this has been a tradition at the bank, very strong capital levels very strong liquidity and a conservative risk appetite is very important to us. It has worked well for us over many, many years, and we have no intention of changing that. Thank you for your question. I would like to add, it's good to see that TD's brand resonates around the world. And we're very proud of what our colleagues have been able to achieve in the United States. In 15 short years, we've become a very good player from Maine to Florida, and it is working remarkably well for the bank. And we're looking forward to continue to grow our franchise in the United States. It's a great -- it's the world's largest banking market, and TD does extremely well there. Thanks for the question. Any other questions from the floor? Yes?

Mr. Chairman, Willie Gagnon from MEDAC. Interest rates have increased dramatically given the pace of the increases from the Bank of Canada, and that has a direct impact on the banking activities, including mortgage loans. So my question is, are you looking at this closely? Has the bank done anything in particular with respect to the increase -- the dramatic increase of these rates? And what is the current risk that the bank is exposed to, given this radical increase in rates, mainly with respect to your mortgage portfolio?

Thank you again, Mr. Gagnon for your question. And obviously, interest rate risk management, again, is a critical component of running a good and a strong bank. It is something that we have to not only manage but ensure that the level of risks that we -- the bank is exposed to is not -- it should be recognized and have adequate capital and adequate liquidity. With rising rates, no doubt, causes dislocations in various parts of the economy, including the mortgage market. Again, depending on which country, the United States or Canada, we are in both countries. We have large businesses in both countries. But we certainly look at the risks around the mortgage portfolio on an ongoing basis. We stress test our book on a regular basis to ensure that the bank can withstand any kind of eventuality we may face from rising interest rates or any other shocks the system might have. Having said that, we are also a bank that we want to make sure that our customers understand as to what might be required if rates were to go up. As you know, in Canada, when we make loans, we stress test people's ability to repay and service their mortgages should rates go up. That's been a rule that we followed very closely and very diligently to ensure there's capacity among the borrowers to withstand higher rates. But sometimes as much as we try, there are certain hardships that happen as well among our customers. And we have a very mature program that has worked for us over decades. We call it TD Helps. But we are an outreach program, we will reach out to customers if we feel that there is some vulnerability on their part and work with them as to know what might make sense for the specific situation in order to manage a rising rate environment or some other type of hardship. So I wanted to point that out as well that apart from very strong risk management on these portfolios, it is important to us, we are a customer-centric bank that is what we are known for to reach out to our customers that might face hardship and ensure that we have products and vice as to how they may be able to navigate that as rates at some point, will stabilize and normalize. Thank you. Any other questions on the floor? Yes?

Hello. My name is Ryan. I'm a shareholder by virtue of holding Commerce Bancshares years ago. Just a few questions. Question number one, are you currently in discussions with FHN to extend the merger agreement that you referred to earlier in your presentation?

We've initiated extension arrangements or negotiations with FHN, yes.

And if you compare where you were back in late February when you announced it to now, do you have the ability to provide FHN with more information now than you did a few months ago as to what is causing the delay?

We said in March, and I said it today, that our belief is that we will not be able to get approvals by the merger expiry date of May 27, and therefore, we've initiated negotiations to extend our agreement with FHN. That's all I can provide you today, and I have no other further update.

Okay. And then just, I guess, a follow-up to that last one. Is there a scenario where whatever is causing this delay, which you haven't shared is material to your stock, yet the regulator tells you, you cannot disclose it publicly. Or would that dynamic never happen?

I made the statement I have on FHN, and I will stay with that. And I think my statement is very clear and very understandable. So I cannot provide you any more insight. Any other questions on the floor? Being none, any on the phone, operator?

Mr. Masrani, no questions have come in.

How about the webcast?

Mr. Masrani, we have received 3 similar questions from shareholders regarding the First Horizon transaction, and we've summarized those questions as follows. Can you please give us an update on the acquisition of First Horizon and on the process of obtaining regulatory approvals?

I think it's the same as my answer to the earlier question. We disclosed in March that our belief is that we will not be able to get approvals to close the transaction by the merger expiry date of May 27 of this year. And we have initiated extension negotiations with First Horizon to extend that date. That's all I can provide you at this stage. When we have more information to share, we will certainly update all of you with that information. Any other questions on the webcast?

Yes, Mr. Masrani. Are you still interested in buying the bank?

We see the benefits of the merger. We've outlined them very clearly, and I've said that many times before. And so that's why we are into extension discussions with First Horizon.

And why is it taking so long to close?

I cannot provide you any more information on that. I think my earlier comments continue to be applicable.

When do you anticipate being able to provide shareholders with further information with respect to the timing and/or remedies required to obtain regulatory sign-off.

When I have them, I will update you.

Can you please provide an update on the negotiations to extend the walkaway date of the transaction that is currently May 27?

I don't think it would be appropriate for me to discuss that with you.

We've received the following question from Gary [indiscernible] -- my apologies. P. W. Craig, a shareholder has asked the following question. Wouldn't it be better for the optics of independence for someone other than the Chair of the Audit Committee to nominate the auditor?

We take independence of our external auditors very seriously. This is a whole process that we undertake in the bank. We're very happy as to what processes, what policies, what controls we have in this regard. And that, by the way, is not only a requirement of all external auditors but also is a regulatory requirement. And we're happy to report, we'll follow them all. And so no, we feel that the processes and the controls we have in place are more than adequate to address any issues of independents.

A comment has come in from John E. Flanagan, a shareholder, who notes the following. Over the last 8 years, I have attended in-person or webcast the Annual Meeting of all 5 major Canadian banks that I am a shareholder of. And I'd like to share that I am a 39-year member of the Society of Automotive Engineers, served 10 years on the governing board of the Central Ontario section of SAE. And so I'd like to comment against defunding the oil and gas industry. I own stock in 2 oil and gas companies that are in the process of research and development into the production of hydrogen, which is required by the future solution of fuel cell electric vehicles because plug-in electric vehicles are only an interim solution. A comment has come in from Jeff Carlson, a proxy holder, who states the following. I have a comment on shareholder proposal #4. Unfortunately, I have not provided the opportunity to make my comment at the time this proposal was presented. That said, I am a shareholder and proxy holder and I fully support proposal #4. I would encourage other shareholders to support it as well. Unfortunately, we hear a lot of rhetoric these days about the so-called evils of oil and gas production. As well described by the proponents of this proposal, TD's commitment to the Canadian oil and gas sector is critical to the well-being of Canadians. And in fact, the world at large. Lives without these necessary fossil fuels would be very, very hard indeed. I would ask how exactly did those of you who traveled to Toronto for this meeting come by using wind power, solar energy, did you walk? Of course, not. It was by the burning of fossil fuels produced by oil and gas in the planes and cars you arrived in. I would ask the ideologies and misguided who call for a reduction or even elimination of oil and gas to attempt to live without the benefits that oil and gas provides them just for a single day. Unlike other jurisdictions in the world, Canada is a leader in technologies and best practices in the area of hydrocarbon production and refining. And Canada needs more investment in the same, not less. TD must strengthen its commitment to this important industry, not reduce it. Specifically, saving this commitment is a necessary first step. For those reasons, I urge shareholders to vote for this proposal. A question has come in from Jeff Carlson, a proxy holder, who notes the following. My name is Jeff Carlson, and I'm a proxy holder and shareholder. My question relates to the use of derivatives by TD Bank. According to usbanklocations.com, we see that TD Bank's and TD Bank USA's derivative position total over USD 375 billion. This amount is over 3x the value that shareholders place on TD Bank itself. Even a small percentage negative change to these derivatives would have a catastrophic event on shareholder value. With such extreme leverage and especially with the counterparty risks that we see across the U.S. banking sector, what is the bank doing to protect against a collapse in shareholder value should its derivative position move negative?

Thank you for your question. Firstly, it's important when we -- earlier, and I got to ask questions or there were some comments on interest rates and what happens to a bank. These -- many of these derivatives that you see on our balance sheet are used to hedge interest rate risk that the bank -- any bank undertakes in its activities and. At TD, we have a very strong tradition of ensuring that the level of interest rate risk that the bank takes is manageable. And one way to do that is use of derivatives. And the other part of our business, obviously, is that we provide interest rate risk management to our clients. We have lots of customers who would like to hedge their positions. And we act as a middle bank to provide those services and some of them go on our balance sheet. Now your point on what happens when values go up and down. Well, I could again go for hours here. But hedging is a key part of our risk management framework at the bank and counterparty credit risk for the most part, not every time, but for the most part, is done on a collateralized basis. So we take the positions of the value of derivative plus or minus each counterparty has to place collateral with each other. So that's generally how this is managed. If you look at the size of our balance sheet relative to the numbers you pointed out compared to any other major financial institutions, this is a well-managed risk, and it's an approach that has served us very well, particularly in volatile markets, particularly as it relates to interest rates.

Question has come in from Michael Fortner, a shareholder who states the following. Since the regional bank concerns appeared in March of this year as a consequence of the SVB failure. Regional banks have lost substantial market cap, reduced deposits, et cetera. The closing date for the First Horizon's transaction appears now in jeopardy due to regulatory issues. TD's market cap has been adversely affected by this pending First Horizon transaction as the takeout price is substantially above the current market cap. It appears that the market has voted that TD is willing to pay way above market value for First Horizon. Is TD Bank committed to reviewing the terms of the purchase, including the takeout price?

I made it very clear that I don't plan to make any comments on First Horizon and so my previous answer to these questions continue to be applicable.

We've received the following question from Richard Smith, a shareholder. FHN indexed to carry is worth less than $11 per share, even applying the original premium paid well below the current trading price. Why not walk away at this point. Thank you in advance.

I have no more further comments to add to my previous answer.

We've received a question from Jacques [indiscernible], a shareholder. How many out-of-court settlements have you signed over the past few years and for what amounts? Settlement as TD concluded in the past 4 years and for how much and where can we find these agreements?

No, I don't have a running total in my head, but time to time, the bank is subject to various legal actions depending on the jurisdiction, the issue. And there are, in many cases, it makes sense for the bank to settle these just do not have the distraction and as well as what it may do to our business and to our brand. So we do that on an ongoing basis. I'm not sure where we disclosed these numbers. But Kelvin Tran, our CFO is in the room. And if you are -- I think you're on the webcast, and perhaps the operator or the webcast operator can take your name and address, maybe Kelvin can help you to navigate through our financial disclosures as to where some of this information might be contained. Thank you for your question.

Question from Pete D., a shareholder who asked, given the depressed valuation of regional and super regional banks in the U.S. and TD's aspirations to grow market share and footprint in attractive MSAs, aren't there more attractive targets compared to First Horizon? Would it make sense to pursue other opportunities?

I don't know how many times I say the same thing. But I will say it again, my earlier comments with respect to First Horizon continue to be applicable.

[indiscernible] is asking, how many employees have left TD for another bank over the past 3 years?

In our business, we actually are very proud as to the tenure of a lot of our people, and we are growing big. In fact, if you look at the bank's headcount, it continues -- it has grown over the past 3 years. But I don't have that information available. We've got our CHRO, Kenn Lalonde in the room, and if you're on the webcast, please pass on your contact details, he might be able to give you more insights on this.

A question from Angelo Banadimo. Can you discuss your large shareholding ownership of Charles Schwab?

Yes. We have a fantastic shareholding. We are owning approximately 12% of Charles Schwab, what a great business model. It's an important relationship, strategic relationship for the bank where we do have governance rights and the like. So very happy with our investment. Thank you.

[Foreign Language] [indiscernible] is asking -- is wondering why other financial institutions are paying their employees more than TD Bank? And what's is TD going to do to start that apart from increasing salaries?

No, our compensation policies get reviewed on an ongoing basis by management and, of course, are also overseen by our committee of the Board, the HR Committee of the Board. And it's very important to the bank that we are competitive and ensure that not only are we at market and it's not just about the salaries, but the overall, what we call the value of our offerings. So I'm surprised that the question suggests that we are not at market, which surprised me. But anyway, if you do have specific information with specific issues, then I suggest once again, that you get in touch with Kenn Lalonde or he will get in touch with you, if you can please leave your contact details with the webcast operator.

Mr. Masrani, there are no further questions from the webcast at this time.

Thank you very much, and I don't see anything on the room either. So thank you very much. Great questions and great engagement. And believe it or not, this is a favorite time for us. It's great to talk to our owners, and we wish you well, and we'll see you next year.

Thank you, Bharat. This concludes our meeting. On behalf of the bank, I'd like to thank you all for participating in this meeting and for your ongoing commitment to TD. We wish all the best to you and your families and hope that you stay safe and healthy.

I wish all the best to you and your families and hope that you stay safe and healthy.

Thank you for attending the TD Bank Group Annual Meeting of Shareholders.