Honored to be delivering the land acknowledgment at TD's annual meeting of the shareholders. As a guest of the land, I would like to begin by acknowledging the traditional territories of many nations we are meeting on today, including the Mississaugas of the Credit, the Anishinaabe, the Chippewa, the Haudenosaunee, and the Wendat peoples, and is now home to many diverse First Nations, Métis, and Inuit people. I also acknowledge that Toronto is covered by Treaty 13, signed with the Mississaugas of the Credit, and the Williams Treaty, signed with multiple Mississaugas and Chippewa bands. Dans le cadre de mon travail.
As part of my work, I have opportunities to interact with colleagues and clients from Indigenous communities. Through their rich knowledge, they allow me to better understand the many Indigenous communities we serve, for which I'm honored and grateful.
My commitment to truth and reconciliation is to continue my active listening journey and uplift the voices of colleagues from the Indigenous community. I also commit to supporting opportunities for Indigenous peoples who want to work and/or do business with our organization. At TD, we recognize it is our responsibility to meaningfully advocate and advance efforts towards truth and reconciliation with Indigenous people. This is a continuous journey for all of us as individuals and collectively as a bank. We remain committed to doing our part to help accelerate the social and economic inclusion of all Indigenous people.
Alan McKibben, Board Chair, TD Bank Group. Alan McKibben, Président du Conseil d'Administration, Groupe Banque TD.
Good morning, everyone. Welcome to the 2025 TD Bank Group annual meeting of shareholders.
Good morning and welcome to our annual meeting.
McKibben, Chair of the Board. I will act as Chair of this meeting as stipulated by the bank's bylaws. I'm joined today by Raymond Chun, Group President and Chief Executive Officer of the bank, and Jane Langford, Senior Executive Vice President and General Counsel of the bank. In addition, members of the bank's Senior Executive Team and Board of Directors are available to assist with questions if necessary. This meeting is called to order. With the consent of the meeting, I will ask Jane to serve as Secretary for the meeting. We are delighted to welcome some of you today in person, and we also welcome those of you joining us by webcast. For the duration of today's meeting, I will refer to registered shareholders and duly appointed proxy holders as shareholders and proxy holders.
These shareholders and proxy holders are able to view the meeting, vote their shares, and submit questions regardless of their method of participation. Instructions for how to do this, including asking questions, were included in this year's proxy circular. This year, we have enabled questions and comment capabilities through the webcast platform with the aim of making our experience with 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 via the headsets provided. Those joining today via the webcast can select to hear the meeting in either English or French. Shareholders and proxy holders will be able to ask questions verbally in the room and both in writing and verbally through the webcast. Let me explain how this will work.
With the goal of allowing all shareholders and proxy holders to participate, regardless of whether they are here in person or on the webcast, we will take questions from the room first and then through the webcast. In each case, we will ask that you identify whether your question relates to a motion being considered as part of the formal business of this meeting or whether it is of a more general nature. We will address questions that directly relate to a particular motion at the appropriate time when I open the floor to questions. We ask that in-person attendees wait to be recognized by me as Chair before speaking, and we also ask that all general questions are saved for the question and answer period following the formal business.
If you are in the room with us and would like to ask a question, you will 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. We would like all of our shareholders and proxy holders that wish to ask a question to have the opportunity to do so. We ask that you please state your name and confirm that you are a shareholder or proxy holder before asking a question. Please be concise, limiting yourself to two minutes, and only ask one question at a time. If you have additional questions, please re-queue at the microphone to allow us to speak with as many shareholders as possible during the meeting.
Shareholders and proxy holders who are joining us virtually will be able to submit questions via the webcast by clicking on the messaging tab at the left side of the webcast page. If you are watching the webcast in full screen, you will need to minimize the video to access the messaging tab. Shareholders and proxy holders 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. It is recommended that you submit any questions as soon as possible during the meeting so they can be addressed at the appropriate time. The ability to submit questions online is not available to individuals who join the webcast as guests. A TD representative will read out the questions received over the webcast in the original language submitted.
As noted earlier, simultaneous translation is available on the webcast feed by selecting your language preference at login and for in-person attendees via the headsets provided. Shareholders and proxy holders attending the webcast can also ask questions verbally by entering their phone number in the question text box and indicating the topic of their question. A representative will then call these individuals to connect their audio and place them in queue to be called upon at the appropriate time. Additional details can be found in the webcast portal. In order to address as many different questions as possible during the meeting, if we have several questions that are very similar in nature, we will group these questions so that they can be addressed together.
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 also have the opportunity to vote during this meeting. To keep your vote confidential, proxies are counted and tabulated by TSX Trust Company, our transfer agent. Your vote is only submitted to the bank when legally necessary or when a shareholder clearly intends to communicate comments to management or the board. Here is how you can vote through our virtual voting platform. Shareholders and proxy holders will see the vote tab appear at the left-hand side of the webcast page when the voting polls are open. If you are watching the webcast in full screen, you will need to minimize the video to access the voting tab.
Voting will be open so long as the formal portion of the meeting is proceeding. Voting is not available to individuals who join the webcast as guests. If you have voted in advance of the meeting and do not wish to change your vote, then you should not need to do anything and should not vote again at the meeting. If you vote at the meeting, doing so will automatically revoke your prior vote. If you are with us in the room and wish to vote during the meeting, you will need the yellow and blue ballots that were offered to you at the registration desk. Additional information on how to ask questions, how to vote, and the other protocols and procedures being used for today's meeting are available on TD's annual meeting website and the documents tab of the webcast.
We previously mailed a notice calling the annual meeting of common shareholders. We have received confirmation of that mailing from Broadridge Investor Communication Solutions and TSX Trust Company. I direct that a copy of the notice mailed to shareholders and the other meeting materials delivered to shareholders by notice and access be kept by the Secretary and annexed to the minutes of this meeting. I have received satisfactory proof that the notice calling this meeting was duly publicized and sent to all shareholders of the bank. We have received proxies representing more than 49% of the approximately 1.8 billion outstanding common shares. Accordingly, we have quorum present, and I hereby declare the meeting duly and properly constituted. As in past years, we will have a question and answer session later after the formal business of the meeting is completed.
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. 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 today. Can I ask Tony Ali 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 Tony 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 is available on the annual meeting page of TD's website and the documents tab of the webcast.
In-person attendees were also provided a copy of the agenda on their chairs. Please note that discussions during the meeting may contain forward-looking statements about the bank's outlook and objectives and strategies to achieve them. Ray will be referring to non-GAAP financial measures, also known as adjusted results, in his remarks shortly. Details regarding forward-looking statements and non-GAAP financial measures are on the slide presented in the room and on the webcast and can be found in the bank's financial reporting. Pat Lee and Megan Rosha, representatives of TSX Trust Company, the bank's registrar and transfer agent, will act as scrutineers. I would like to share a few thoughts before I invite our new Group President and CEO, Raymond Chun, to address the meeting. I would start by thanking you, our shareholders, for your valuable engagement and feedback over the past year.
2024 was a challenging year for TD, but it was also a year in which we made a number of important decisions and implemented significant changes that will support the bank into the future. We deeply regret the impact of the U.S. AML failures at TD and to you, our shareholders. As I stand before you today, I can say with confidence that the bank is moving fast and with purpose to accelerate meaningful change. We have taken action to drive accountability, strengthen trust, enhance governance, and bring new perspectives and talent to your Board of Directors. To reflect the seriousness of the U.S. AML matter and its impact to the bank, 41 executives received reductions to their variable compensation totaling $30 million in 2023 and 2024.
As CEO during this period, Bharat Masrani received no cash incentive award or equity compensation for 2024, an 89% year-over-year reduction to his total compensation, in addition to the $1 million reduction made in 2023. All other members of the senior executive team saw compensation reductions of at least 25% in 2024 to align with overall bank performance. To focus on the future, we accelerated the CEO transition from April 10th to February 1st, nearly three months ahead of schedule. The board is also committed to overseeing the necessary remediation of our U.S. AML program. We have created a new remediation committee of the board to assist with overseeing this work, provide effective challenge of management, and proactively strengthen our regulatory compliance functions. The board is holding management accountable for delivering on the commitments we have made to our regulators and authorities in our global resolution.
As outlined in the proxy circular, we have four new directors standing for election today and a fifth who is expected to join us on or around August 25th. These are exceptional leaders who bring experience in global banking, governance, risk management, and regulatory compliance to this board. We're delighted to have attracted leaders with strong and diverse expertise to the board. The renewal efforts add important skills and perspectives to oversee the next chapter of TD's successful journey. Our goal as a board was to offer the right mix of tenured experience and new perspectives to our remediation work, as well as our oversight of strategy. Today, five directors are retiring from the board and will not seek reelection: Amy Brinkley, Brian Ferguson, Colleen Goggins, Karen Madement, and Claude Monjo.
I want to express our gratitude for your years of service and for your efforts to help guide TD through a challenging period. I, too, have informed the board that I will step down as Chair and retire as a director by the end of this year. Our newly constituted board will begin a selection process immediately, and I will provide continuity through the board renewal process and support a successful transition to my successor. In a moment, I will invite Ray to address the meeting. Ray has dedicated his entire career to TD. He has a clear track record of success by optimizing capital, maintaining a disciplined approach to growth, and enhancing returns, building strong teams while leading some of TD's biggest businesses.
He is decisive and dynamic and a leader, and over the last few months, he has worked hard to accelerate change and earn the ongoing confidence of our stakeholders, including you, our shareholders. Ray has launched a review of our strategy, operations, and investments. He has already made significant progress in a short period of time, taking steps to monetize our previous investment in Schwab, simplify the business, and accelerate our capabilities in areas with the best opportunities. Under Ray's leadership, the bank continues to prioritize AML remediation, implement meaningful reforms, and build a stronger foundation for long-term success. I want to close by saying thank you to our shareholders, our team of more than 95,000 colleagues, and our clients. It has been my honor to serve TD. On behalf of our entire board, we will continue to work hard every day to meet our commitments and earn your trust.
Now, I would like to welcome Ray to address the meeting. Thank you.
Thank you, Alan. Bonjour à tous. Welcome and thank you for joining us today. It is a pleasure to address you, our shareholders, for the first time as your CEO. Over the last several months, I've met with investors, clients, and colleagues right across our bank. These conversations reinforced the central role TD plays in the lives of our clients and the communities we serve. I've spent my entire career at TD. I've seen it grow and thrive, overcome obstacles, weather economic change, and achieve remarkable outcomes that deliver on our purpose of enriching lives. TD is a great institution, and I am privileged to lead us forward. We look to the future from a position of strength.
We are one of the best-capitalized banks in the world, with one of the strongest balance sheets in the industry and substantial liquidity. With over $2 trillion in assets, we are now the sixth-largest bank in North America. We have highly competitive businesses with scale and significant potential. We serve almost 28 million clients across Canada, the U.S., and increasingly around the world. Above all, we have exceptional talent. TD colleagues work hard every day to deliver for the bank, our clients, and our communities. I am thankful for all they do. I address you today at an important moment for our bank. The failures of our U.S. anti-money laundering program were unacceptable. The consequences, including an asset cap on our U.S. retail business, were serious for the bank and for our shareholders. Our response has been decisive.
We carefully examined the root causes and identified the gaps, behaviors, and deficiencies that led to these failures. We also tested our performance and capabilities across our three lines of defense: our frontline operations, our control functions, and internal audit. Based on these learnings, we developed a comprehensive plan with significant investments in new processes, highly experienced talent, technology, and training. We are making consistent progress every day with more work ahead. This is our most important priority and my top priority as CEO. I want to thank our colleagues in the U.S. and in our key control functions who have worked tirelessly on this critical effort. 2024 was also a year of continued progress and important achievements across TD. We invested in new capabilities, deployed leading technology, and introduced tailored programs to elevate client experience and power our growth. Let me touch on just a few highlights.
TD remains, without question, Canada's premier retail bank. We have strong momentum and a growing franchise that serves one in three Canadians. Throughout the year, we formed new and deeper relationships right across the country, engaging with clients through their channel of choice. For example, we made it more convenient for Canadians to start their home buying journey with just a few clicks on TD Mortgage Direct. At the same time, we brought more expertise into our branches and added specialists to guide our clients in the moments that matter, like turning the dream of homeownership into reality and investing for retirement. We also focused on further expanding our broad client base. For example, we are the bank of choice for new Canadians, helping them open an account, secure credit, and begin their journey in a new country with TD at their side.
With this client-centric approach, we achieved the goal that we had set at our 2023 Investor Day, growing new-to-Canada acquisitions by 50%. Each new connection we make represents an opportunity to create a relationship that can grow over many decades, even generations. To capitalize on the strength of our network, our business bankers are increasingly integrated with our retail and wealth businesses. With deep specialization, they help businesses across Canada invest and grow. Last year's launch of TD Innovation Partners is a great example, supporting founders and entrepreneurs in Canada's innovation economy. We built on this strong momentum with a great start to 2025, delivering record revenue and volumes in Canadian personal and commercial banking. In wealth management, TD Direct Investing was once again named Canada's top digital broker by the Globe and Mail.
As more Canadians seek to manage their own investments, our industry-leading platform provides a strong competitive advantage. To help new investors, we became the first and only Canadian bank to launch fractional share ownership. This allows clients to invest in companies that might have otherwise been out of reach, and it helps TD develop a pipeline of new long-term relationships. The progress in 2024 has carried into the first quarter of 2025, with growth across all our wealth businesses. Record new accounts and market share gains produced record revenue, record earnings, and record assets. Moving to TD Insurance, we're the only major Canadian bank with a significant insurance business. This gives us the opportunity to serve more of our clients' needs and help them through their toughest moments. We continue to disrupt the insurance market with our digital power distribution strategy, serving Canadians and driving growth.
Turning to our U.S. retail business, we are a top 10 bank in the U.S. with nearly 30,000 colleagues serving over 10 million American households and businesses. We have successfully maintained operating momentum throughout the past year with five straight quarters of personal deposit growth. Once again, we are number one in small business administrative lending in our U.S. footprint and number two nationally. These are great achievements in a challenging year. We remain focused on our clients' evolving needs and will continue to deepen our relationships and help them achieve their financial goals. For TD Securities, 2024 was a transformative year. With the addition of TD Cowen, we now have a truly integrated North American investment bank with deep capabilities and terrific talent. We are winning bigger and more complex mandates with a broader set of clients.
These new capabilities also allow TD Securities to play a central role in the Schwab sale, which I'll discuss in more detail in a minute. This was one of the largest-ever equity transactions in capital markets. We've had a major presence on Bay Street for decades. TD Securities is now also a strong competitor on Wall Street. This momentum contributed to a new milestone for TD Securities, reaching CAD 2 billion in revenue for the first time in Q1 of 2025. TD's business performance and 2024 earnings of CAD 14.2 billion provided the confidence to increase our dividend once again, a dividend we have paid consistently for 168 years. We look to the future with confidence in the power of our franchise and growing strength of our businesses. However, the business of banking is going through significant change.
Client needs are evolving, new entrants are expanding, and the market has become even more competitive. To chart our path forward, we initiated a strategic review to accelerate our momentum, to seize new opportunities, and enhance shareholder returns. To keep winning, we will move with greater speed and efficiency to launch new digital-first capabilities powered by cutting-edge innovation. We will continue to responsibly harness the power of AI to deliver personalization and value for our clients. We will also simplify how we operate and prioritize investments to create the best outcomes and experiences for our clients. This will help us drive strong organic growth across our Canadian businesses and TD Securities. These businesses represent more than 75% of our earnings and are not impacted by limitations on the U.S. retail business. The opportunity is real, and it is sizable.
As part of the strategic review, we've also taken important steps to optimize our capital allocation. To successfully and profitably operate our U.S. business and serve our clients, we're restructuring our U.S. balance sheet, repositioning our bond portfolio, and we sold our correspondent lending business. In February, after a careful analysis, we also decided to sell our stake in Schwab. Schwab was a terrific investment, and we realized an attractive return. This unlocked $15 billion in capital to invest in our bank. We're using more than half of that to repurchase up to 100 million TD shares and return approximately $8 billion directly to you, our shareholders. The strategic review continues, and I look forward to sharing additional progress over the coming months and the full outcome of the review at our Investor Day in the fall. As you know, we're meeting today at a time of heightened economic uncertainty.
Canada and the U.S. have been each other's most valued trading partners for decades. Even today, there is more that unites us than divides us. I'm hopeful that our long history of trust and collaboration will help our two nations find the path forward. Here in Canada, we have the ingredients to build a more prosperous future, abundant natural resources, a strong and stable financial sector, and highly skilled talent, to name a few. To unleash our full economic potential, it's going to take significant domestic and foreign investment. Governments and the private sector working together can find new solutions to old challenges and give businesses the confidence to invest and foreign investors the confidence to choose Canada. Economic productivity and global competitiveness will take time and effort, and TD will be here, working hard to help Canada and Canadians.
TD's strength is critical in this moment for our bank and for the millions who rely on us. Customers, already burdened by inflation and housing costs, have new concerns and needs. Businesses are reevaluating investments to identify new paths to sustainable growth. Investors need advice as they steer their savings through this period of volatility. We'll be here to help our clients navigate these uncertain times. Our support has always extended to the communities where we live and work. In 2024 alone, we contributed almost CAD 170 million to help people live better lives, including more than CAD 115 million right here in Canada. We also invested in important initiatives to support a cleaner environment and made consistent progress on our sustainability commitments. To date, we have provided almost CAD 146 billion in financing and other services to help our clients adapt, capture new opportunities, and build financial resilience.
We believe in a balanced approach to energy transition, one that promotes a more sustainable future and provides the energy security we need. I am proud of our positive impact on communities right across our footprint. At TD, we know our future is tied to their success. The months ahead will be important for our bank and our economies. TD will help households and businesses achieve their goals. We will innovate, develop, and deploy new capabilities that provide exceptional client experiences. We will stand by the communities where we live and work and offer more people a path to a better tomorrow. We will invest in our talent and our culture, remove barriers, and build a workplace where our colleagues can achieve their full potential. I want to thank our colleagues once again. TD stands strong because of your tremendous efforts.
Together, we are writing the next chapter of this great institution's story. I also thank our board for their guidance and counsel over the last few months as I transitioned into the CEO role. I thank you, our shareholders, for your support. We'll continue to work hard every day to create value and earn your trust. I look forward to answering your questions later this morning. Thank you, merci. Thanks.
Thank you, Ray. At this point, I'd like to move to the formal business of the meeting. I would first like to recognize the fact that the movers for the motions presented by the bank are employees who are also shareholders. For shareholders and proxy holders who are joining remotely and have access to webcast with the appropriate credentials, the voting polls will open soon and will close after the presentation of our formal items of business.
We will be conducting the voting of all items of formal business at today's meeting by ballot. For those of you in person, ballots were made available to shareholders and proxy holders at the registration desk. We have prepared a blue ballot for the first three items of business: election of directors, appointment of the auditor, and the advisory vote on the bank's approach to executive compensation. Information about these items of business, including a description of each matter and the related resolutions, is set out in the bank's proxy circular, which was made available to shareholders prior to the meeting. A yellow ballot has been prepared for the nine shareholder proposals to be voted on today. These proposals, along with the proponents' supporting statements and the board's responses, are also set out in the management proxy circular. Scrutineers have a supply of ballots in both English and French.
If you have not received a ballot and would like to vote during the meeting, please raise your hand now. Right down here in the middle and at the back of the room. Just hold your hands up if you would, please. Okay, I would ask that the scrutineers distribute a set of the ballots to any shareholder or proxy holder in attendance who has not received a ballot or completed the proxy. As previously mentioned, if you have already voted or sent in a proxy, there is no need to complete a ballot. When you sign your ballots, please print your name clearly above your signature. When votes are submitted to our registrar and transfer agent, whether voted at this meeting or submitted by proxy, 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 agenda placed on the chairs of the in-person attendees contains guidelines for shareholder participation. These guidelines are based upon customary rules of order, as well as common sense and courtesy. This document is also available online on our annual meeting website and in the documents tab of the webcast for virtual attendees. If you are a shareholder or proxy holder and wish to ask a question via webcast, you can submit your question at any time during the meeting in the messaging tab on the left side of the webcast page. Please indicate whether it relates to a specific motion or whether it is more general in nature.
For example, if you would like your question read out before shareholders vote on the advisory vote on executive compensation, please indicate that in your submission, and we will read it out then. If it is a more general question or comment, we will read it out during the Q&A session following the formal meeting. We recommend that you submit your questions as soon as possible so that they can be addressed at the appropriate time. Individuals joining the meeting as guests are not able to ask questions. I ask each speaker to please keep your comments brief, limited to two minutes, and to subject under discussion so that all shareholders 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 have heard from others who are waiting to speak.
On behalf of your fellow shareholders, I thank you in advance for your cooperation. Copies of the TD 2024 annual report, which contains the bank's fiscal 2024 financial statements and the auditor's report, were delivered to common shareholders in advance of this meeting and are available at the entrance to the room. You can also view the annual report on our website at td.com or in the documents tab of the webcast. We will now address any questions or comments that have been submitted by shareholders or proxy holders directly related to the financial statements. If you have questions or comments that are not directly related to the 2024 financial statements, please hold them until the appropriate time. Are there any questions or comments related to the financial statements? Yes.
Hello. Hello. My name is Jacques Paquet. I've been a TD shareholder for about 30 years.
My wife worked at the bank for 35 years. For the past few years, the bank has been more and more frequently fined by financial regulators, and those fines are substantial. Where in the financial statements can these sums be found, as well as the undertakings that the bank has given in terms of class action suits, so that shareholders can know exactly what it cost the bank in 2024 and for previous years? Is there a place in the financial statements? I tried to find it, and I can't find it.
The disclosures are in the financial statements and also disclosures related to any class action lawsuits.
Maybe if I could ask if our CFO could meet with you after the meeting and then show you directly where we could get that information for you, because it could be in a number of places, and it is not meant to be difficult to find, but the financial statements are pretty voluminous. If that was acceptable to you, I would have Kelvin Tran. Kelvin, could you stand up so that Mr. Paquet can see who is there?
Do not you think it would be time to tell your shareholders in detail what those costs are so that shareholders be truly able to find that easily in order to be able to judge how management and the board are managing these matters? Right now, it is a bit hard to find. I asked for it last year.
I wanted to have information about out-of-court settlements because I know that it's confidential. You say that you can divulge that, but that's not the case. I think it would be more transparent, and it would allow shareholders to judge how the board, how the management team is conducting itself. Because we know that for the past several years, every month I read about suits, shareholders or regulators are suing the bank. It's become ridiculous. I think this is part of a process in which very large sums end up on the balance sheet of TD Bank. Of course, the one in the United States is in the billions of CAD. I think it would be helpful. Could that information be made available?
Thank you. Thank you for your comments, and they're very, very good comments.
We would take it back and ensure that we have got the disclosures in a way that you are able to see them. We spend a tremendous amount of time getting the disclosures accurate and transparent, and where possible, present that information completely. I'm sorry that you're not able to find that clearly, but we'll take your comments back and put challenge to ensuring that it's easy to find. They are disclosed, but I recognize your comments, sir.
I have another question, so can I? In the annual financial statements, the audit committee from 2013 to 2023, most of the directors had an asterisk saying designated financial experts. There was a little asterisk there next to your name where you were said to be a financial expert. In 2023, there were six individuals out of seven on the audit committee.
Of course, the audit committee oversees AML, among other things. There is another committee that deals with it as well. In 2024, I do not know if you forgot those skills, but there is no more asterisk saying that these people are financial experts. Have you lost your membership cards? Why did you stop marking that? Is it because of this U.S. scandal that you have not been able to prevent that, or why is that? Indeed, you were in the United States for part of that time on the committee.
All of the members of the audit committee in 2024 are designated as financial experts. I cannot explain why the asterisk is not there, but I believe we disclose that all members of the committee are qualified financial experts.
This committee, it is the case, isn't it, that that was the committee that oversaw AML but was not able to provide oversight in the U.S., even given everything that has happened since 2013? Because the U.S. Department of Justice is going back to 2013, saying that there were 90%, according to the U.S. Department of Justice, 90% of transactions were not monitored. It is that audit committee, people that were on the committee, seven of them from 2013 to 2023. I believe that you were part of that, Mr. Masrani, and now the five are leaving. Those individuals were never able to notice what was happening in the United States. Indeed, in the Bloomberg report recently published in Businessweek, the reporters say that Mr. Masrani deliberately reduced resources for monitoring in the United States.
People on the board were not aware of that for the past 10 years that that scandal was occurring, and it went totally unnoticed, and those people did nothing?
Thank you for all of your comments on this matter. This was a terrible event that the bank has gone through in 2023, and we're very saddened that it happened and that our money laundering program was not effective. The changes have been made. We've made a lot of changes in people. We've had a lot of accountability decisions that we have made to build a stronger AML program, and we've tried to present that as much as we can with great clarity in terms of how we move forward. It is a very unfortunate event that were not discovered, and we now have to remediate them and move forward effectively.
Can you tell me whether the board was aware that standards in the U.S. were not followed? As the Businessweek articles stated, I believe it was March 18th or 25th, that Mr. Masrani deliberately reduced controls. Can you tell me whether the board over those 10 years was not aware and that Mr. Masrani, for sure he knew it because the Bloomberg report is based on interviews with employees. I suppose Mr. Masrani did not tell you, even if he knew. You, as a board and as an audit committee, you were never aware of that for those 10 years that you were not compliant with the U.S. standards?
We became aware of events as they transpired into the later years, but unfortunately, these areas were not discovered, and we have made the steps to improve that through greater escalation and changing in talent and the people that are there. The information has been made aware at much later stages and at different points in time in the more recent years.
What you're telling me is that you didn't discover it, and therefore, what is it us as shareholders and all the employees who are shareholders and institutional shareholders trust you. We entrust you to control. That's what you're there for. For 10 years, you weren't able to do that. I'm disappointed in those people. Many shareholders are disappointed because a lot of things are being said. I think we have to turn the page, and I congratulate the bank for renewing the board.
That's a good thing, and it's time to move on. Mr. Chun, is that how you pronounce it? Yes. Mr. Chun, I don't have anything personal against you or other directors or executives. I know that unfortunately you were unable to perform your function, that financial experts were not able to protect the millions of shareholders, and it cost a fortune, and it's noteworthy. I am very disappointed. Thank you.
Mr. Paquet, I appreciate all of your comments, and I especially always appreciate your candidness, and lessons have been learned and will continue to be learned. I thank you for coming in person today. I see any other questions in the room? I see none. Are we going to move to the webcast now? Do we have any questions in through the webcast related to this matter?
Chair, no questions have come in related to this item.
Thank you. Oh, I'm sorry. Yeah. Microphone two?
My name is Glenn Weir. I've been a long, long time shareholder going back to the days of here on Eniri with the U.S. regulators having warned TD about the AML issue and with Sarbanes-Oxley in the U.S. Why hasn't the compensation and bonus monies for the senior management and the regional managers and the board of directors not been clawed back for a substantial number of years? Appreciate your comments. Address that comment to the current CEO.
Let me comment first, sir, and then I'll let Ray as well. We went through a very extensive process, having gone through the terrible AML matters that happened within the U.S., and we addressed the accountability for individuals directly involved, those who were indirectly involved.
It's resulted in numerous people not being at the bank now and extensive compensation decisions made against individuals that were there, including Mr. Masrani. We concluded that the most appropriate way to address the accountability was to do so in the current year and address it as clearly and openly as we could this year. Now, Ray, would you like to provide any comments as you've been through this journey as well?
I just would, the only thing I'd add is that we do have a very disciplined process through the Human Resource Committee, as Alan indicated, and they spent a considerable amount of time reviewing all options around accountability. What we've tried to do is put forward, listen to our investors, and put forward a comprehensive renewal with respect to the board, with respect to management, with respect to compensation implications.
Nothing further to add other than what I can tell you. There is a very comprehensive review that is done on an annual basis, and clawbacks were reviewed. What we try to do is outline in the proxy in quite a bit of detail this year on what that clawback process was.
Thank you, Ray. Microphone four, please.
Good day. My name's Steve Jacobs, shareholder, longtime retail client. For those perhaps who are not completely aware, in 2024, TD Bank pled guilty to both civil and criminal charges resulting in billions of dollars in fines and penalties. I'd like to know and get a little more color as to how leaders, board members, etc., will be directly held accountable for same or similar incidents in the future that may be under investigation at this time in Canada. That is my question.
Thank you, Mr. Jacobs.
It was a very difficult year, and the settlements were extraordinarily painful, which you've recognized. They're civil and criminal. The bank was subjected to law enforcement investigations, which it had not been before. This really was leading up to the October 10th public consent agreements, the darkest day that we could have imagined it to be. I apologize to all investors for how difficult this was and the consequences of the actions that were there. I would say the process that we've taken through that period of time since then and before that, because this was a date when publicly we could speak about it, but we had been working, of course, against the findings and the remediation in advance of that. We've learned a lot about accountability.
have learned a lot about escalation of issues, promptly getting the issues to senior management and the board, of being decisive in taking actions. We have made earlier changes to our CEO leadership with Ray coming in on February 1. Ray has been part of this journey as well to understand what happened, how it happened, and how we can ensure that it never happens again. We have also, in terms of our board renewal and refreshment, not only five board members who are retiring, which is a third of our board, but are bringing in a refreshed group of board members who have deep expertise in areas of compliance, money laundering, and the challenges of large-scale GSIB-level organizations that we are today. As part of this, we also addressed our term limits. Our term limits had been five-year terms.
Of course, every year we vote on our board members. Then with an option to go from 10 to 15 years. The rationale and thinking behind shortening those limits were for a number of reasons. One is that the world is changing fast. Expectations are growing daily. We felt that a 10-year term with a potential to extend for two, but to make that a more unusual extension, would have continuous refresh and keep a board that's more current to the world as it is today and it is changing today. We felt that was another step to always have people who are more freshly out of, I would say, their day full-time job, and we would continue that refreshment. We have had a lot of lessons learned.
The HR committee and our HR leadership have also addressed throughout this period of time, how do we ensure accountability and find the issue quicker and have it addressed quicker and ensure that the consequences are understood throughout the organization. Much more communication through the organization of expectations. In areas specific to an area such as money laundering, just a tremendous amount of effort ensuring that education and training is going in throughout the whole organization as to why every one of us have a duty in this respect so that our society does not get harmed through the bad actors that are doing it. There have been many lessons learned and many practices implemented. Again, I apologize for the past, but a tremendous number of lessons are being learned as a result of it. I trust that would help you.
T hank you.
One more question.
Yes.
As a result of the massive failures in the U.S., have AML enhancements been implemented at TD in Canada? If so, can you provide some detail?
Yes. It's a great question. The way we've approached the remediation, and we've been underway with the remediation in the United States for about a year and a half because we have had the reports of our regulators, even though we couldn't disclose as we did on October 10th. That process of remediation has been underway for quite some time. What we have done is every finding that we have in the U.S., we're backtesting it that it could not happen in Canada. We're not assuming we don't have the same issues in Canada, but we're not assuming that there could not be a weakness that needs to be remediated.
We're taking all of the findings. At the board level, we have a compliance committee in the U.S. that is meeting every two weeks to go through in detail remediation of all of the actions. At the parent board, we have implemented a remediation committee for that specific reason to ensure that every learning can be brought across the bank. We're finding that's a very effective process just to really ensure the bank is strong in every single dimension. Therefore, how do these measures trickle down to, if they even do, to the frontline retail customer service reps? It's a great question. I might just ask Ray. I think it's a very pertinent question. I might ask Ray to just comment on how through the management of the bank is working to ensure from the frontline teller to the back office.
Ray, I think it's worth addressing at this point in time. I think we might as well address it now because we're on this subject, and then we'll come back to the motions.
Yes. On behalf of all shareholders.
Yes.
Thank you for that question. As Alan has said, as part of the comprehensive deep dive that we have been doing, and we've been doing that, it's both in Canada, the United States on an enterprise level. It is at all three lines of defense, first of all. That's at the first line. It's at the second line, our control functions, and through our internal audit. One, you start that with redesigning and revisiting all of our training programs.
Part of what we're doing there is not only revamping the training, but then how you test the frontline colleagues to say, can you act on the information and knowledge you've now gained? There is a different testing process that we're implementing. Also within our control functions, the discipline that they're now reviewing in our audit function. It's at all three levels of the control functions. It's not just one. Again, it is about changing our culture. We've said that, that our culture of accountability and a culture of curiosity within our frontlines and our second lines to ask why, to ask, be more curious, to own these issues. Training gets you to, I think, a certain point, but you have to actually, and we are moving through that to make some changes on the areas.
Lots of areas of our TD culture that we're very proud of and that we'll always continue to preserve. There are certain parts of our culture we've said and through our learnings that we're going to continue to enhance and improve. I hope that answers your question.
Thank you.
Thank you. Do we have a is there another question related to the financial statements?
Related to what we just talked about?
Okay. Maybe we'll do this as a last question of this section, but I'm conscious that it's such an important subject. Yes, please go ahead.
I have to question this business about the frontline. Let me explain that I took in over $100,000 to your branch, one of your branches. I waited. They put the money through the account. I said, "Well, where's my declaration?" which is what we used to use.
They said to me, "We don't do that anymore." At another branch, I said to the girl, "What do I need to do to deposit money, like cash, large amounts?" She said, "Open an account." Now, I'm not impressed with this. Maybe you can tell us when you say you're teaching the people at the frontline, I have to say, "No, you're not."
Thank you for your feedback. Okay. We'll now move to the election of directors. As mentioned earlier, five of our current directors are not standing for reelection this year. On behalf of TD shareholders, the board of directors, and the bank's employees, I would like to thank you again. Today, four new leaders are standing for election for the first time: Anna Arsov, Eliot Luongo, Natalie Paladiczhev, and Paul Wirth.
As noted in the circular, a fifth director, Frank Peron, is expected to join the board on or about August 25th. We are pleased to have attracted such experienced leaders with global perspective and diverse skills to the board. Information about each nominee is included in the proxy circular. To facilitate the introduction of the nominees, we have prepared a slide presentation that introduces each of them:
Eman Antun, Anna Arsov, Cherie Brant, Raymond Chun, Eliot Luongo, Alan McKibben, John McIntyre, Keith Martell, Natalie Paladiczhev, Jane Rowe, Nancy Tower, A.J. Virmani, Mary Winston, Paul Wirth.
The board of directors has fixed the number of directors to be elected at 14. I confirm that all the nominees are eligible for election. I will now call on a new hire, managing counsel at TD, to nominate the directors for the coming year.
Thank you, Chair. Je présente la candidature.
I would like to introduce each of the individuals in the management proxy circular as directors for the bank until the end of the next AGM.
Thank you, Anu. We'll now address any questions or comments that have been submitted by shareholders directly related to the election of directors. Yes, microphone three.
I'm four. The microphone says microphone four.
Oh, I'm sorry.
Is that okay? All right. Thank you for this opportunity to ask a question. My name is Carol Holmes. I'm a current TD shareholder. My question is addressed to Ms. Jane Rowe. Ms. Rowe, you are also a director at Enbridge. TD has financed Enbridge to the tune of over $5 billion U.S. since 2016. As we all know, Enbridge is a very large fossil fuel company, one of the biggest in the world, and is increasing LNG investments and expanding natural gas in Ontario homes.
TD has a duty to be proactive and address the financial risks associated with climate change. We can all agree that climate governance is critical for long-term financial stability and for a resilient future. Ms. Rowe, I'm certain you are as concerned as I am having a healthy environment for our children and our grandchildren. My question is, how will you stay true to implementing TD's commitment to net zero while supporting fossil fuel expansion at Enbridge?
Thank you for your question and your comments. We do have quite a diverse board of very, very different backgrounds. In Jane's case, having a long career at Ontario's Teacher Pension Plan, as well as being a banker at Scotiabank. We are looking for different perspectives of all of our board members.
I could comment that we recognize, and you see it in our climate action plan, that energy transition is such an important subject and how we go about towards a greener climate. It is a transition. Having board members who also serve on energy companies helps with a deeper perspective, deeper perspective on the change, on the challenges, and helping the full board and management understand the energy needs, the energy security, as well as the transition. We look at playing a role such as Jane does on our board with her previous business experience, as well as serving somewhere like Enbridge, gives us great perspectives into the challenges. That is where we would see it as an asset to have Jane on our board. I do thank you for your comments and your concerns. Microphone number two.
Thank you for taking my question.
Good morning. My name is Kathleen Malesky. I'm a TD shareholder and a retiree of TD Bank. My question is for Nancy Tower. Ms. Tower, I note that you are also a director at AltaGas, a fossil fuel midstream and utility company to which TD has provided over $4.3 billion U.S. dollars in financing since 2016. I also note that TD Bank has a climate plan with a net zero commitment for reducing emissions and that AltaGas has no climate plan. Moreover, one of AltaGas's strategic goals is to expand its fossil fuel activities. One of its strategic activities to achieve this goal is to lobby against municipal efforts to move away from fossil gas. My question for you, Ms.
Tower, is how are you planning to reconcile the notable conflict of interest between your fiduciary duty to TD shareholders to deliver on net zero commitments while at the same time signing off on AltaGas's plans to expand fossil fuels and fight climate action?
Thank you for your question. Thank you for your comments. If I could address directly, Nancy comes from a history in the power utility business, as you would know from the proxy circular at AMERA, as well as Tampa Electric as well. That expertise is very valuable to the bank to have that knowledge. Of course, power utilities are going to be a very important part of the energy transition program and the needs for electrical production. Nancy also sits on AltaGas, as you have said.
If there was any aspect of lending to AltaGas, Nancy would be recused from any dialogue if it, in fact, was at a level that came to the board. We are very conscious of any places of conflict of interest of our board members. We value the broad experience and depth of the various business backgrounds that they have. Thank you. Thank you very much for your question. I appreciate it.
I do not see anybody else at our microphone. We will now address any questions from the webcast. Do we have any questions come through on the webcast related to this matter? Chair, we have received a request on the French line from Alice Chipot, who will address the meeting via telephone. They will now be connected.
Thank you. Alice Chipot, please go ahead.
Hello, everyone. Thank you very much for giving me this opportunity.
Alice Chipot, shareholder through MEDAC from Montreal. My comment aims to support the two previous questions. I wanted to clarify one thing for the board. I'd like to know if the board would agree to a more rigorous disclosure of conflict of interests amongst its directors, given that, as you know, there are directors that represent fossil fuels, and there is a great risk of conflict of interest for these individuals that sit on both types of boards. Defending fossil fuels and at the same time defending the interests of this bank in the context where the risk of the energy transition will become very real for TD Bank. I'll stop here. Thank you.
Thank you, Madame Chipot. Thank you for your question and your comments.
We do have a very strong code of conduct and appropriate methods of ensuring that we do not have any conflict of interest situations. I will take your question back. I will not make commitments here at the board today, but I would take it back. We will ensure that all of the disclosures that you might feel are not there have been considered. If we need to strengthen any around any conflict of interest, we will do so. I do appreciate that comment supporting the last two as well. Thank you. Thank you. Voting is open. We invite shareholders and proxy holders to submit their vote if they have not already done so. In-person attendees are asked to move to item number one on the blue ballot, which relates to the election of directors. Please mark it now.
Virtual participants are asked to vote now in the polling feature of the webcast. As I mentioned earlier, if you have already voted or sent in a proxy, there is no need to do anything unless you would like to change your vote. 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 Buttner, representatives of Ernst & Young, are available to assist with questions if necessary. I would like to ask Kumar Dwajen, Associate Vice President with TD, to make this motion.
Thank you, Chair. I move that Ernst & Young be the auditor of the bank until the end of the next AGM.
Thank you.
We'll now address any questions or comments that have been submitted by shareholders or proxy holders that directly relate to this matter. Are there any questions or comments regarding the appointment of the auditor?0 Yes, microphone number four.
Hello, Steve Jacobs, shareholder, longtime retail client. Can you confirm how long Ernst & Young has been working for TD as auditors of record? I think it's in excess of 2006.
Yes, Mr. Jacobs, since 2006.
Right. Would it not be prudent, practical, reasonable to perhaps change up, so to speak, the representation of the auditors and the auditing firm after such a lengthy period of time? Fresh eyes, as you basically mentioned earlier in another matter.
Right. It is a great question. It is one that the accounting profession and the regulatory bodies of the profession have addressed as well.
The approach that has been taken in Canada and in the U.S. is that the more effective means of getting fresh eyes is to force the rotation of the senior partners and their team to a five-year term. We would go through that process with Ernst & Young. In the case of Troy and Helen, who are in the room here today, they would have a five-year term. They would then have to rotate off of the bank's audit. That would bring in a fresh set of eyes. In addition to that, annually, there is an assessment done at the audit committee of the quality of the work and the independence and skepticism of the auditors. That is done through a detailed questionnaire process, interviewing both members of the board as well as members of management. The assessment is then made.
Are we getting the quality that we would expect to get? Are we getting the independence of mind? Each five years, separate from the timing of a partner rotation, every five years, there is an in-depth comprehensive view. This was set out by the combination of the Canadian Public Accountability Board and the profession itself, that that should be an in-depth review that would conclude whether or not you should be moving to another proposal process or something of that nature. The other side of the coin is that the organization like TD is such a large, complex organization that having knowledge and continuity is an asset if you can ensure you have freshness of eyes to ensure skepticism and what you're saying. Our view is that we do extensive challenge. We've been well served by EY professionals that have demonstrated that skepticism.
We feel that we've balanced the two together.
Finally, can you confirm the fees paid to Ernst & Young in the year 2024?
Yeah, it's disclosed in our proxy circular. Do you have that number?
Yeah, I just want to have that confirmed. Yeah.
Pardon? We'll get it back to you. The number is there. I just don't have it in my I don't know if you do, Kelvin, looking at you.
Pardon?
We'll get that number back. It is in our disclosures. Very well. Thanks. Okay. Sure we do. Thank you. Yes, microphone two, Mr. Paquet. Jacques Paquet, thanks ANI.
Jacques Paquet, shareholder. Don't you think it might be more logical to change the auditors every five, six, seven, eight years?
The firm that looks over the bank's results would know that they're not guaranteed the work the following year. That would demand of them to be more skillful. You know that TD is a complex organization. There's certainly a lot of work that goes into the audit. The individual that would replace the previous firm would look over the prior work and make sure it was well done. I feel that that would ensure that the board and senior management listen to the firm's recommendations. I feel that fewer things might go unseen, as it was the case with Mr. Masrani in the United States. That was my comment.
Thank you for your comment. I think I've covered how we go through the process of evaluating it. I think there's many different views on this subject. I do appreciate your comment as well. Thank you.
Seeing nobody else at the microphones, do we have any questions from the webcast related to this matter?
Chair, we have received the following question from Michelle Jane Collis regarding the last topic and wanted to address before we move on. Michelle asks the following. Why is Nancy Tower, who was Chair of the Audit Committee and member of the Risk Committee, still a member, never mind still chairing the Audit Committee?
Yes, thank you for your question. As we worked our way through renewal of the board by bringing on five new board members, we also addressed renewal of our committees. Nancy has been a relatively new member as Chair of our Audit Committee. We determined that there is a balance between how much change you do and having continuity and stability at the same time.
The judgment that we took was that all of the committees, including the corporate governance committee, would be changing at this point in time. That having continuity of at least one chair of a committee would be a prudent thing to do as we go through the refreshment of the board at this time. That was the rationale and logic for that. I thank you for your question. I'll address the question of the fees. We paid Ernst & Young $50.3 million in the past year. Thank you. We invite shareholders and proxy holders to submit their vote if they have not already done so. For in-person attendees, the appointment of the auditor is number two on your blue ballot. For virtual participants, you should vote now using the vote tab on the left of your webcast screen if you have not already done so.
Please mark it now. As a reminder, if you have already voted or sent in a proxy, there is no need to do anything unless you would like to change your vote. 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 will ask Karen Levin, Senior Counsel with TD, to move the motion.
Merci, Monsieur le Président. Thank you, Chair. I move that the resolution as it is in the circular under advisory vote on leadership compensation be approved.
We'll now address any questions or comments that have been submitted by shareholders or proxy holders that directly relate to this matter. Are there any questions or comments regarding the bank's approach to executive compensation?
I don't see anybody at the microphones in the room. I will now address any questions from the webcast. Have any questions come in through the webcast related to this matter? Chair, no questions have come in related to this item. Thank you. We invite shareholders and proxy holders to submit their vote if they have not already done so. If you have already voted or sent in a proxy, there is no need to do anything unless you would like to change your vote. For in-person attendees, this is item number three on your blue ballot. For virtual participants, you should vote now using the vote tab on the left of your webcast. If you have not already done so, please mark it now.
I would like to remind you that when you finish marking and signing the blue ballot, please print your name above your signature. Okay. For a given time for people on the webcast as well as people in the room, I would ask the attendants to collect the blue ballot so that the scrutineers can begin tabulating the votes on the first three items. We've got a vote here towards the front. Okay. I think we've collected them in the room and have given adequate time for voting on the webcast. There are nine shareholder proposals for consideration at this meeting. Proposal number one was jointly submitted by the Shareholder Association for Research and Education, also known as SHARE, on behalf of the Pension Plan of the United Church of Canada of Toronto, Ontario, PFA Pension of Denmark, and the Trottier Family Foundation of Montreal, Quebec.
Proposals two to six were submitted by the Movement to Education and the Defense to Actionaires, also known as MEDAC, of Montreal, Quebec. Proposals seven to nine were submitted by Monsieur Jacques Paquet of Quebec City, Quebec. I would also like to mention that the proxy circular contains details regarding two withdrawn proposals. The first withdrawn proposal is from InvestNow Inc. of Toronto, Ontario. The second is from Investors for Paris Alignment, who submitted a proposal on behalf of the Salal Foundation of Victoria, BC, with co-filers Van City Investment Management of Vancouver, BC, and Green Century Capital Management of Boston, Massachusetts. Details of these withdrawn proposals were included in the proxy circular at the request of the proponents. We invite representatives of both organizations to present statements regarding their withdrawn proposals after we address all of the shareholder proposals that are being voted upon.
We will now turn our attention to the proposals proceeding to a vote. The proxy circular includes statements by the proponent in support of their proposal, as well as reasons why the board is recommending to shareholders that they vote against each of the proposals. 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 indicated earlier, I ask that each speaker be mindful of the guidelines for shareholder participation. I would also appreciate if each speaker would give his or her name and state whether they are a shareholder or a proxy holder. The first item is Shareholder Proposal One and is set out in the proxy circular under the heading Shareholder Proposals, starting on page 87.
I will now invite Mrs. Rosa van der Beem to move the motion in connection with Shareholder Proposal One and to present a statement on behalf of the co-filers if you wish to do so. Good morning, Rosa.
Good morning. Thank you, Mr. Chairman. My name is Rosa van der Beem, representing the Trottier Family Foundation, a co-filer of Proposal Number One, as listed in the 2025 Proxy Statement. The lead filer is United Church of Canada, represented by SHARE, and another co-filer is PFA Pension of Denmark, Denmark's largest commercial pension fund. Proposal Number One asks TD to disclose its energy supply ratio. This metric is defined as the bank's total financing in low carbon energy supply relative to that in fossil fuel energy supply. It allows banks to track and share with investors a dollar-to-dollar figure focused on core data related to their regular business activities.
Canadian peer banks RBC, National Bank, and Scotiabank, alongside U.S. peers JP Morgan Chase and Citigroup, have already disclosed or committed to disclose their energy supply ratios. At CIBC's annual meeting last week, this proposal received over 37% investor support, the highest historic vote for any climate-related proposal at a Canadian bank. This momentum for the ratios within the financial sector is supported by well-established methodologies. The Institute of International Finance, which has over 400 members, including the Canadian Bankers Association, published a methodology for banks to disclose the ratio, and Bloomberg NEF has published an energy supply ratio implementation guide. Investors have been engaging with TD's management on the ratios for over a year. The TD team has dedicated time and has been involved in some of these discussions on the ratio's methodologies.
While we understand that guidance around recent greenwashing regulation in Canada requires further clarity, disclosing this financial metric does not pose significant risk. In our view, the transparency that the ratio brings can help combat potential greenwashing concerns instead. The bank's current financed emissions disclosures remain essential. However, they rely on voluntary client disclosure. TD can provide investors with clearer, decision-useful information on the full spectrum of its energy financing that includes lending and underwriting activities based on its internal data. This is about opportunity. Canada now ranks eighth globally for attracting investment in low carbon energy supply. At its annual meeting, Scotiabank's CEO noted that three out of every five energy projects planned or underway are now classified as clean technology. Disclosure of the ratios allows shareholders to interpret TD's approach to seizing these opportunities. Therefore, we move Proposal Number One and urge shareholders to vote yes. Thank you.
Thank you for your comments. Thank you for your continued engagement with the bank as well on this subject. We will now address any questions or comments that have been submitted by shareholders or proxy holders that directly relate to this proposal. Are there any questions or comments regarding Proposal Number One? I do not see anybody at the microphones. We will now address questions from the webcast. Have any questions come in through the webcast related to this matter?
Chair, no questions have come in related to this item.
Thank you. Your board of directors has recommended voting against Proposal One. Voting on our webcast is open, and we invite shareholders and proxy holders to submit their vote if they have not already done so. If you have already voted or sent in a proxy, there is no need to do anything unless you would like to change your vote.
For in-person attendees, please mark shareholder Proposal One on the yellow ballot now. For virtual participants, you should vote now using the vote tab on the left hand of your webcast screen if you have not already done so. Thank you. The next items are shareholder proposals two through six, which were submitted by MEDAC. I will ask Madame Alice Chipot of MEDAC to move the motions and present statements on behalf of the organization regarding these proposals if you wish to do so.
Bonjour. Merci. Hello, and thank you for giving me an opportunity to present Proposals Two through Six. Let us start with Proposal Two, fighting against forced labor and child labor in lending portfolios.
It is proposed that starting in 2026, the bank should provide a report to its shareholders and stakeholders on the measures taken during the previous financial year to prevent and reduce the risk of loans being granted to companies that use forced labor and child labor in the production of goods produced, purchased, or distributed by its clients who use the bank to finance their activities. This proposal is part of Canada's efforts, as well as the efforts of many economic actors, in order to eradicate forced labor from supply chains. I will now address Proposal Three on the topic of artificial intelligence and, more specifically, advanced generative AI systems and the code of conduct. It is proposed that the bank adhere to the voluntary code of conduct on the responsible development and management of advanced generative AI systems.
Other banks have already done so, including CIBC, which had chosen to adhere to the voluntary code of conduct. This process is intended to produce better governance of data generated by AI and to protect us collectively in the face of new technologies. In this context, why is TD Bank not agreeing to adhere to this voluntary but very useful code of conduct? Now, Proposal Number Four relates to the disclosure of employee language skills. It is proposed that the language skills of employees be disclosed, breaking down the information by jurisdiction for all territories, countries, states, and provinces in which the bank operates. When employees are hired, their language skills are evaluated to ensure that they meet the requirements of the position they are applying for. Language skills are a necessary part of job requirements, and this information is known by all companies in statistical form.
We would request the bank to disclose this information in order to ensure that language policies and language practices meet the diversified needs of all clients. The bank offers financial education documents and material for new Canadians in a number of principal languages, but we feel that the bank could go further and disclose information on language skills so that we can ensure the proper respect of linguistic diversity. Proposition Five deals with the advisory vote on environmental policies. It is proposed that the bank adopt an annual advisory voting policy with regard to its environmental and climate objectives and action plan. This is commonly called Say on Climate. Given that the proposal was handsomely supported in the past, 19.08% of votes last year, we are resubmitting this proposal as part of collective efforts to confirm the bank's commitment to meeting our climate change challenges.
Finally, our last proposal, Proposal Six, deals with the public disclosure of non-confidential information, country-by-country reporting, compensation ratios, and tax havens. It is proposed that the bank disclose annually to the general public the non-confidential information relating to its country-by-country reporting for the purposes of detailed and meaningful calculation of compensation ratios, including broken down by jurisdiction, and for the purposes of contributing to the effort to combat tax havens, including in terms of transparency. I will recall that this proposal has already been made and garnered 12.15% of votes, which we feel is sufficient support to resubmit it. Efforts have been implemented in the European Union, and the bank will certainly be subject to new regulations to combat tax havens in the future.
We would invite the bank to undertake right now to provide this disclosure in order to participate in the fight against tax havens, and we would request that shareholders support this resolution . Thank you.
Monsieur Chipot, and thank you for all of the engagement that MEDAC has had with the numerous people at the bank. We value the engagement. We will now address any questions or comments that have been submitted by shareholders or proxy holders that directly relate to these proposals. Are there any questions or comments regarding the proposals from MEDAC? I do not see anybody at the microphones. We will now address questions from the webcast. Have any questions come in through the webcast related to these matters?
Chair, no questions have come in related to these items.
Thank you. Your board of directors has recommended voting against Proposals Two through Six.
We invite shareholders and proxy holders to submit their votes if they have not already done so. If you have already done so or sent in a proxy, there is no need to do anything unless you'd like to change your vote. For in-person attendees, please mark shareholder Proposals Two through Six on the yellow ballot now. For virtual participants, you should vote now using the vote tab on the left of your webcast screen if you have not already done so. Thank you. The next item is shareholder Proposal Number Seven. I will now invite Monsieur Jacques Paquet to move a motion regarding this proposal and to present a statement if you wish to do so. Thank you for being here today in person. As you know, we have thoughtfully considered your proposals that you are bringing forward today
. Thank you, Mr. Chairman. My name is Jacques Paquet.
I'm a shareholder of TD for over 36 years. My interest in the bank is also family-related since I met my wife, who was at TD, and she's worked at TD for 35 years. First, I would like to tell all shareholders that my proposals were made in order to protect the bank, its employees, its shareholders, and the public, in order that TD can adopt practices that prevent or reduce poor executive and board decision-making. Here is my proposal. It is proposed that Mr. Bharat Masrani be dismissed immediately as an advisor and prohibited from holding any other position within TD Bank and its subsidiaries. Here are the reasons why TD Bank cannot afford to retain Mr. Masrani as an advisor or in any other position within TD Bank and its subsidiaries. We the shareholders have entrusted a mandate to Mr.
Masrani and the board to protect our investments. TD Bank Group holds the record of the largest financial penalty inflicted in Canada in 2024. It was fined over CAD 9 million under the terrorist financing and related regulations. TD Bank pleaded guilty and agreed to pay $3.9 billion in the United States, and its growth is capped for the coming years. In addition, investigations have not yet been completed. This is the largest bank to plead guilty to such criminal charges, and I stress the word criminal, in U.S. history. Mr. Masrani stated that that was an unacceptable situation for which he took full responsibility, and this has been stated by others here. According to Assistant Attorney General Lisa Monaco, TD was aware of these issues for years, having been penalized by federal regulators as early as 2013 for insufficient controls.
According to Finbold, the financial information site, major fines over $500,000 paid in 22 countries, total $4.5 billion for 2024. More than two-thirds of those fines were levied on TD. TD Bank paid more fines than all the other 22 countries, including China. The second largest bank to have been fined is J.P. Morgan Chase with $348 million, ten times less than TD. By making its services more accessible to criminals, TD Bank became one, according to Attorney General Merrick Garland of the U.S. U.S. authorities have stated that senior management of TD Bank was well aware of the money laundering. Senator Elizabeth Warren said that she was concerned that TD executives had been spared, had not been charged, and that the Attorney General had not held them responsible for large-scale money laundering.
Canadian Senator Colin Deacon stated, "With this case, TD has destroyed the reputation of Canada and all Canadians. What a humiliating day for Canada." The world can now point to TD Bank in this case as powerful evidence that fraud and other financial crimes have been accommodated by Canadian banks and our financial regulators. That is the harsh reality of this moment. Canada's reputation as the home to the globe's most trusted, safe, and reputable banks has been dealt a humiliating and devastating blow. The facts in this case are deeply troubling. For some years now, TD Bank has been making headlines almost monthly. I've actually looked it up, with the proliferation of lawsuits and class actions against them by customers, employees, shareholders, and financial authorities in the United States and Canada.
Many class action suits in the United States and Canada have been started against TD for false statements to its shareholders. Fines, monetary penalties, and out-of-court settlements considerably reduce past, present, and future profits for shareholders, who remain the most penalized party. I could spend the morning listing the costs to TD of all those out-of-court settlements that add up to billions of dollars. TD's share price increased by 41% since Mr. Masrani took office, whereas RBC's share price increased by 98% during the same period, as mentioned by certain financial experts. Mr. Masrani has been in post since July 2013, performed poorly at the head of TD Bank during his mandate, and has already cost shareholders far too much in monetary losses. It seems clear that Mr.
Masrani, at the last annual meeting, did not tell shareholders all the important facts about the U.S. investigation and the real reasons for the failed purchase of First Horizon Bank that cost TD Bank over $225 million US. TD Bank does not need Mr. Masrani as an advisor to pursue its business, but rather to distance itself from his management and incompetence. TD needs advice from people who have succeeded and not people who have failed. In its response to my proposal, the bank says that my proposal has been dealt with appropriately since Mr. Masrani retired on February 1 instead of April 10. He ought to have retired today, and he retired on February 1. That is not accurate because he's still an advisor until July 2025. I would recommend shareholders vote against, sorry, for my proposal, which will turn the page on a catastrophic past for TD Bank.
Mr. Pecquet, I appreciate all of your comments. I see we have a question at Microphone 4. Yes.
My name is David Peters. I'm a shareholder. I looked at Mr. Pecquet's proposal in some detail. I found it very insulting towards Bharat Masrani. I originally met Bharat Masrani in 1993 when he was a vice president in the TD, and we have communicated with him over the years. What I'd like to say, first of all, Bharat Masrani retired. He did not take his incentive pay during his last year working for the TD. I know that he is a good person. I think that he has been a very positive CEO. I think he's made more good decisions than bad decisions. I was just very taken aback by this proposal. Anyway, thank you so much.
Thank you, Mr. Peters, and I do appreciate your comments.
Yes, Microphone Number Two.
Bonjour, mon nom est José Descroissel.
Hello, my name is José Descroissel. I was a staff member of TD Bank for 35 years. I'm now retired from the bank. Each year, all employees have to sign a code of ethics. They have to read, understand, and sign a code of conduct. When I had an employee who committed misconduct, there was a sanction that could range up to firing. I would like to understand why Mr. Masrani has not followed that same code of ethics, having caused losses of millions of dollars. Is the law not the same for ordinary employees as for Mr. Masrani?
Everybody at the bank does have to sign a code of conduct, and that has been accomplished in the bank year over year.
Mais quand on ne suit pas notre code.
Yes, but when we do not follow the code of ethics, we get fired when we commit a serious misconduct. Why is Mr. Masrani still a consultant, an advisor after his retirement? I do not understand that. Can you explain that? Because if I had an employee, as has happened in the past, that was guilty of serious misconduct, was fired outright.
I appreciate your comments, but we have viewed that Mr. Masrani still is able to support Reagan in his transition, and it has been an appropriate decision for continuity at the bank. I am not seeing any other questions in the room. Do we have any questions or comments submitted on WebEx related to this proposal? Chair, no questions have come in related to this item. Thank you. Your board of directors has recommended voting against Proposal 7.
We invite shareholders and proxy holders to submit their vote if they have not already done so. If you have already voted or sent in a proxy, there is no need to do anything unless you would like to change your vote. For in-person attendees, please mark shareholder Proposal 7 on the yellow ballot now. For virtual participants, you should vote now using the vote tab on the left of your webcast screen if you have not already done so. Thank you. Next item is shareholder Proposal Number 8. I will now invite Mr. Jacques Paquet to move a motion regarding this proposal and to present a statement if you wish to do so. Sir.
Just a small comment related to Proposal 7. I have nothing personal against Mr. Masrani nor any director. It's a question of responsibilities.
I'm sure all these people are very good people in life, but in terms of their functions, unfortunately, they have failed and were not competent. That's all I wanted to say. I have no personal animus. I just said I don't agree with certain things. In terms of Mr. Masrani, he's signed; he's been signing his code of conduct since 2013, and from 2013 to 2024, he transgressed it and remains at the bank. Normally, as my wife was saying, you know, it's not a question of, you know, filching a pencil or forgetting a signature. It's billions. Okay, Proposal 8. Proposal 8, it is proposed that board members should no longer be able to sit on the board once they reach the age of 65, and that their term of office should not exceed seven years with no possibility of renewal.
Here are the governance guidelines in force before the board amended them recently in January 2025. Section 1 stated that no director shall sit after the age of 75. 75. Section 2 stated that the term was 10 years but can be renewed up to 15 years. Now we have Article 3, which says the board can, on recommendation of the governance committee, waive term limits or age limits for directors, the chair of the board, and committee chairs if this is deemed to be in the bank's best interests. Essentially, Section 3 allows directors to serve past age 75, which Section 1 said that they could not, and for more than 15 years. In fact, Section 3 says essentially that Section 1 and Section 2 are meaningless. That has been changed recently in January.
Now Section 1 says that directors' term is 10 years but can be renewed for up to two years rather than five. Section 2 says exactly what Section 3 was saying earlier, namely that the board may, on recommendation of the governance committee, waive mandate term limits or age limits for directors, the chair of the board, or committee chairs if this is deemed in the bank's best interests. Essentially, Section 2 states that there is no term limit and no age ceiling. Section 2 essentially cancels out Section 1. In its reply, the bank states that it doesn't have an age limit, and imposing an arbitrary age limit would reduce the bank's flexibility to attract and retain director candidates who represent diversity and high-level skills. There was an age limit before January 2025.
In any case, why do you have a term limit if there's no maximum? It's hard to understand. In its answer, the bank states that it has cut back terms from 10 plus 5 years to 10 plus 2 years. In the facts, given Clause 2 that says that Clause 1 is meaningless, there's no term limit. In a few years, TD Bank will once again find itself with elderly directors who will cling to their positions. Terms over 10 years are far too long and make no sense. Technology and life today are moving at breakneck speed, and it's quite clear that we need younger people who are up to date with the latest technologies, and not people who are not aware of these new technologies.
The audit committee and the risk committee were not able to fulfill their main responsibilities between 2014 and 2023, which resulted in shareholders losing enormous sums. They have failed to perform their duties, and that's why we need to change the maximum age and term limits for directors. I would like to tell you that the nine proposals presented today must have been received by the bank prior to November 22, 2024. Some of the changes I were requesting in my proposals have been made directly or indirectly by TD Bank prior to the annual meeting of shareholders. I sent in four proposals prior to that date, and I received a number of communications from the TD Bank's legal department that were, of course, requesting that I withdraw my proposals. Three of the proposals are being put to a vote here.
The fourth proposal that I declined to withdraw was excluded by the bank, and it's not being presented today. In that excluded proposal, I was asking for the revocation of seven directors, namely the five who are retiring today, as well as Mr. McKibben and Mr. Masrani. Five out of seven so far. The other two are departing over the next few months. Mr. Masrani retired on February 1 and took early retirement and will be an advisor until the end of July 2025. At that time, he will leave the bank. Mr. McKibben, you have said that you would leave office before December 31, 2025. You have been also a director of the U.S. subsidiary and this audit committee from 2013 to 2023, according to the bank's annual reports.
In 2023, six of the seven directors had been designated as financial experts on the audit committee, and it was similar for earlier years. One of their tasks was to oversee anti-money laundering efforts. As I said, in 2024, there is no more mention of expertise, but you've stated that now you are all experts. By the end of the year, the actors of the bank's saddest episode will no longer be with TD Bank. Directors not only had sat on the bank's board for over 10 years, they also sat on the audit and risk committee. They have failed in their responsibility to protect the bank, its employees, its clients, and its shareholders against money laundering from 2013 to 2024.
Not only did the bank plead guilty to criminal money laundering charges in the U.S. with $3.6 billion fines, received a penalty of CAD 9.1 million for administrative violations under the Organized Crime and Terrorist Financing Act and regulations in Canada. The directors proved their incompetence because on those committees, they were required to oversee anti-money laundering efforts, and they could not prevent that for those 10 years. They ought to have been the first to leave TD. TD Bank must remedy the lack of competence, as was the case for Wells Fargo. Shareholders elected directors to be their watchdogs and to protect their investments. It is obvious that they failed in that task as well.
During the last annual meeting in 2024, which was probably at the very heart of the scandal, the board of directors had the arrogance to approve an amendment to the overall compensation ceiling to directors. Their overall remuneration went from $5 million to $7 million, a 40% increase, all this while employees and shareholders were losing money on their shares. It's clear that trust in TD Bank for clients, employees, and shareholders will not be easy to earn back if the same actors are on the board of directors. I would urge shareholders to vote for this proposal.
Sir, thank you. We will now address any questions or comments that have been submitted by shareholders or proxy holders that directly relate to this proposal. Are there any questions or comments regarding Proposal Number 8? Seeing none, we will now address questions from the webcast.
Have any additional questions come in through the webcast related to this matter?
Chair, no questions have come in related to this item.
Thank you. Your board of directors has recommended voting against Proposal 8. We invite shareholders and proxy holders to submit their vote if they have not already done so. If you've already voted or sent in a proxy, there is no need to do anything unless you would like to change your vote. For in-person attendees, please mark shareholder Proposal 8 on the yellow ballot now. For virtual participants, you should vote now using the vote tab on the left of your webcast screen if you have not already done so. Thank you. The next item is shareholder Proposal Number 9. I will now invite Mr. Jacques Paquet to move a motion regarding this proposal and to present a statement if you wish to do so.
I apologize if I took too long for the two previous proposals. I'll try to be short this time. Once again, I apologize to Mr. Chun. As I said, I have nothing against him personally. I propose to return Mr. Chun to his former position and to hire a new president from outside TD Bank. I believe that Mr. Chun is not the right person to put TD back on the right track. He's from the same management style as Mr. Masrani, and we all know that he has failed over the past 10 years. We therefore need to hire a new chairman, as Wells Fargo did during its scandal. We need this new leadership to come from outside to completely change TD's management so that scandals like this one don't happen again and to restore the trust and confidence of customers, employees, and shareholders.
After such a long period of sidestepping laws and regulations by TD and all the lawsuits, fines, penalties in recent years, it's time to have new blood from outside TD to change Mr. Masrani's management and misdirection. You know that the recent AML scandal in which TD was found was problematic, more than problematic. When Mr. Masrani took office, the bank had already experienced problems, but the bank decided to stay the course. Once again, we're in the same dilemma. What does the TD want to do now? The exact same thing. It wants to stay the course. It did not lead to any good results in 2013, 2014. We know that there were issues with Mr. Masrani's leadership in 2014. The board says itself in its answer to my number seven proposal that Mr. Chun needs Mr. Masrani's advice. Therefore, he concedes that he needs more skills.
Therefore, I believe that Mr. Chun will be staying the course, as did Masrani before. Wells Fargo replaced its president at the time and replaced him by somebody more competent and especially not coming from the same institution. I believe that the trust toward TD Bank from employees, shareholders, and clients will not return by keeping the same actors in leadership or as board members. We need a leader that has an impeccable reputation and has no issues with his or her past. With Mr. Chun, we are staying the course. Mr. Masrani was named president following a scandal in 2013 where TD had to pay over $237,000 US for violating rules and for its inability to follow AML rules. It is as though TD learned nothing. As Einstein said, someone is crazy if they choose to do the same thing over and over and expects a different result.
That's why I would encourage you to support this proposal. Thank you for giving me the opportunity to present these proposals. Finally, I would ask you to read the Business Week article, "How TD Became America's Most Convenient Bank for Money Laundering." This report provides a lot of information with the involvement of Mr. Masrani in the AML scandal in the U.S. It will teach you a lot of things that were not said with respect to the adjustments brought by TD, and I can assure you that you will be shocked. Thank you.
We're saying thank you, Mr. Paquet, again for coming to the meeting and putting your remarks forward to us in as complete way as you have. Thank you. We'll now address any questions or comments that have been submitted by shareholders or proxy holders that directly relate to this proposal.
Are there any questions or comments regarding Proposal 9? Seeing none in the room, we'll now address questions from the webcast. Have any additional questions come in through the w ebcast related to this matter?
Chair, no questions have come in related to this item.
Thank you. Your Board of Directors has recommended voting against Proposal 9. We invite shareholders and proxy holders to submit their votes if they have not already done so. If you have already voted or sent in a proxy, there is no need to do anything unless you would like to change your vote. For in-person attendees, please mark shareholder Proposal 9 on the yellow ballot now. For virtual participants, you should vote now using the vote tab on the left of your webcast screen if you have not already done so. I believe they've all been picked up. Thank you. This completes the shareholders' proposals.
I will wait a moment while you're finished voting. In-person and online voting will close shortly. For our in-person attendees, please remember to print your name above the signature ballot. We'll just give a moment for everybody to cast their votes. The polls are now closed. I will ask the attendants to collect the yellow ballots. Thank you. I will now ask Gina Papagno of InvestNow to speak to her organization's withdrawn shareholder proposal.
Thank you, Mr. Chairman. My name is Gina Papagno, and I am a shareholder of TD. Thank you for the opportunity to deliver these remarks, even though InvestNow's shareholder proposal has officially been withdrawn. Our shareholder proposal asked TD to exit both the Net Zero Banking Alliance and NZBA and the Glasgow Financial Alliance for Net Zero, GFANZ.
These are two interrelated, UN-sponsored, and up until recently Mark Carney-led organizations whose members pledged to align their lending, investment, and other activities with decarbonization goals, including achieving net zero emissions by 2050. In other words, by joining these alliances, the banks pledged to restrict capital, too, and divest from oil and gas. The good news is that in January, our shareholder proposal became obsolete when six of the biggest US banks and the big five Canadian banks, including TD, announced they were leaving the NZBA. At InvestNow, we count this as a partial victory. Only partial because there is some bad news, which is that both the American and Canadian banks have stressed that leaving NZBA won't affect their net zero commitments or their determination to help achieve a net zero global economy. What does a net zero global economy mean in practice?
It means drastically reducing oil and gas production and use over a short time. For a country like Canada, whose economy is extremely reliant on natural resources, especially oil and gas, a net zero global economy would be a catastrophe. Already, we are beginning to feel the impact of the dogged pursuit of net zero by 2050: carbon taxes, soaring energy prices, emissions caps for oil and gas, deindustrialization, and widely felt economic hardship. The real-world effect of TD's net zero policy is to eliminate oil and gas, one of Canada's most productive and prosperity-creating sectors. Its elimination would be bad for bank shareholders and customers, industry in general, the economy, and our entire country. TD should not continue down this net zero ideological path, which runs counter to the interests of shareholders and the public alike.
InvestNow applauds TD for exiting the net zero alliances as a first step towards moving past the madness of net zero by 2050. The fact that TD remains committed to net zero, to decarbonization, and to the effective end of our natural resources sectors demonstrates that our work is not done. We will continue until TD turns its back on the net zero ideology and instead prioritizes its role serving the people of Canada and the best interests of its customers and shareholders. Mr. Chun said in his remarks that TD wants to help Canada and Canadians. Giving up net zero would be a great first step. Thank you.
Thank you for your remarks here today, Mrs. Papagno, and especially for your engagement on this proposal.
As mentioned, the bank has provided its response to this withdrawn proposal in the proxy circular, and so in the interest of time, we won't repeat the bank's views here. I will now ask Ms. Keira Bell-Pacht of Investors for Paris Compliance to speak to her organization's withdrawn shareholder proposal.
Thank you. Good morning. I'll just bend down a little bit. I'm Keira Bell-Pacht with Investors for Paris Compliance. We're a shareholder advocacy group that tracks the net zero commitments of publicly traded companies in Canada. I'm here today as a proxy. The themes of today's meeting are clear: good governance, risk oversight, and board renewal. Similarly, the proposal we filed and withdrew for agreement alongside Green Century Capital Management and Van City Investment Management continues in that vein.
The proposal asked for an independent review of TD's board governance and director selection process to improve accountability and expertise in handling key risks, especially around climate change. We are grateful for the constructive conversations that led to our withdrawal agreement, which includes an updated board skills matrix, provides more information about board nominees to shareholders, and ensures the independent governance review now underway covers all of TD's business activities, not just those related to money laundering. We filed this proposal following two years of proposals asking TD to disclose any details of its net zero transition plan: how is it actually going to change the way it does business to mitigate climate risk and maximize climate opportunities, meet its own net zero commitment. Support grew from 23.5% to 28.6%, but actual progress was minimal at TD. We requested a meeting with responsible directors.
The director meeting gave us the clear impression that the board did not grasp the long-term risks: financial, regulatory, or reputational, nor the significant opportunities associated with its own net zero commitment. This brought our attention to the absence of climate expertise on the board and its significant ties to the Canadian oil and gas industry. Meanwhile, as we've heard significantly today, TD governance issues started filling news headlines following the money laundering investigation. This led us to conclude that the lack of progress on TD's net zero commitment pointed to broader governance issues. Luckily, TD was open to hearing our concerns leading to this withdrawal agreement. A key outcome of our agreement was TD updating its board skills matrix to include climate expertise. TD is now the first major Canadian bank to make this a mandatory board skill.
We're already seeing this begin to bear fruit with the nomination of Natalie Paladiczhev, who's experienced leading a carbon-intensive company with a legitimate net zero target, and the replacement of a director connected to the oil sands. TD also committed to provide more director nominee information to shareholders, which allows us to better assess whether board nominees have requisite skills before voting. We're also encouraged that the governance review prompted by the money laundering charges will be broad enough to cover all aspects of TD's business, including its net zero commitment. We hope this will help further entrench accountability at the board level for TD's 2021 net zero pledge. In closing, this withdrawal agreement signals a much-needed refresh of TD's board-level risk oversight practices.
We hope to see it result in further board renewal to better align the board with TD's stated priorities, and we hope these board changes will result in concrete steps to shift the bank's activities away from high-carbon industries that are not transitioning towards climate solutions. Thank you for your time, and I wish you resolve on your ongoing net zero journey. Thank you.
Thank you for joining us today. Thank you for joining us today, Ms. Bell-Pacht, and especially for the engagement that you've had with the bank over not just last year, but past years. As mentioned, the bank has provided its response to this withdrawn proposal in the proxy circular, and in the interest of time, we won't repeat the bank's views. 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 Pat Lee, representing the bank's register and transfer agent, to provide us with the scrutineer's preliminary report.
Mr. Chair, for the information of the shareholders, we wish to report that more than 49.6% of the eligible shares voted at this meeting. The results with respect to the election of directors are that a majority of the votes cast at the meeting voted in favor of the 14 nominees named in the management proxy circular. The result with respect to the appointment of auditor is that no less than 97.2% voted in favor of Ernst & Young LLP. The result with respect to the advisory vote on approach to executive compensation is that no less than 84.2% voted in favor of the resolution. Results with respect to the shareholder proposals are: Proposal 1, no less than 61.7% voted against. Proposal 2, no less than 72.8% voted against.
Proposal 3, no less than 82.6% voted against. Proposal 4, no less than 99.3% voted against. Proposal 5, no less than 82.5% voted against. Proposal 6, no less than 90.0% voted against. Proposal 7, no less than 97.8% voted against. Proposal 8, no less than 99.4% voted against. Proposal 9, no less than 99.5% voted against. Chair, that concludes the scrutineer's report.
Thank you, Ms. Lee. 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 approach to executive compensation has been passed, and shareholder proposals 1 through 9 have been defeated. Final voting results will be made available shortly on td.com. TD would like to thank our shareholders for their support and valuable feedback as TD embarks on its next chapter.
On behalf of our newly constituted board, which includes a mix of returning and new directors, we are committing to ongoing renewal, strong oversight, and long-term value creation. This concludes the formal business of the meeting. I will now move to general questions or comments from shareholders. 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 from TD Customer Care is here today. Tony Ali is located at the back of the room and can assist with personal questions after the meeting concludes. If you are asking a question of a personal nature on the webcast, we will defer your question and have one of our customer care representatives get in touch with you after the meeting.
Before asking your question, please give your name and state whether you are a shareholder or a proxy holder. We will now proceed with the questions. I will now hand it over to Ray to lead the Q&A section of this meeting. Ray. Than k you.
Thank you, Alan. As this is my first annual meeting as the bank CEO, I am looking forward to this portion of the meeting when we do have an opportunity to hear from you, our shareholders, and answer your questions. For those that are in the room, can you please provide your name before asking your question or making your comment? Why don't we start with the first question from the room and podium number two?
My name is Jim Morrison. I'm a shareholder. I would like to read a very short letter that I wrote to the chairman about six months ago.
I may still get a response, but I'm reading it because I never did get a response, or in fact, I did not get an acknowledgment of my letter. In fact, some of the points which will come out in this letter have been events have answered some of the queries. Dear Mr. McKibben, there has been much publicity about the $3.8 million my bank had to pay to the U.S. authorities due to the fraudulent activities in our U.S. operations over an extended period of time. During the relative time, you were Chairman of the Audit Committee. Where were you and other members of the committee during the fraud? Also, where were other personnel such as the internal auditors, external auditors, and so forth? Were you all asleep at the switch? My shares have been hurt by the fraud.
You still received your remuneration in excess of some $750,000 per annum. In these circumstances, you should do the honorable thing and resign as the director of the bank and all of its related entities. Other members of the audit committee should also resign. Yours truly, Jim Morrison. I received no response.
Thank you. Can we go to podium number one?
Yes. My name is Sherry Wilding, and I am a shareholder. I wanted to ask a question about customer service in the branches. You have a sign in all the branches along the Teller's Wickets that says, "We bank on respect." There are a number of branches where the lineups are huge because there are not enough tellers to process the people that are there.
I am wondering if the bank would consider not the $5 guarantee, but instituting a $10 guarantee for 10 minutes and then look at compensating people that are standing in a line, some of which are there with walkers and/or handicapped mechanisms. Thank you.
Thank you, Sherry, for your question. I mean, I think prior to taking the role as COO and CEO, one of my responsibilities was actually leading the Canadian Personal Banking businesses. Thank you for your question. What I can tell you is that we certainly do review our hours, review our complement strategies on a continuous basis. There is always room for improvement, as per your comment. I might ask that Tony Ali from our customer care teams maybe meets with you afterwards, gets the location of those branches, and we absolutely will revisit the staffing models in those branches.
It is something that we try to adhere to at TD Bank is to deliver from a customer experience, regardless of your channel, whether it's the branch channel, the contact centers, or a digital experience. We will absolutely maybe take that away from Tony if you can meet with Sherry after the event and get the details. Thank you. Should we go to podium five? Seven. Seven?
Am I good here? Hi there. Good morning. My name is Peter Ross. I'm a retail investor. My only two concerns with Toronto Dominion Bank would be or not concerns, but what I'm interested in is the dividend and the price appreciation of your stock. I know that you have a large presence in the United States. Your income or your revenue is about 25%. The issue with the AML is a problem.
It's a very competitive environment in the U.S. I compare your stock price in the last five years compared to the National Bank, which is mainly all Canadian. Your returns are about one-third of the National Bank. My question is, have you ever considered getting out of the United States, coming back to Canada, and investing in this country and maybe, hopefully, improving the position of your stock price? Thanks.
Thank you for your question. I think I heard it was Anthony. If I can maybe start with the commitment that we have made to the United States, it is an important commitment for TD Bank. In just over 20 years, we have built out almost one of the top 10 banks in the United States. We have 30,000 colleagues in the U.S. We serve 10 million Americans, 700,000 commercial banking clients.
We have built one of the most reputable banks in the U.S. From a presence in the United States, as you said, our earnings from the U.S. is about 25%. Our Canadian personal and commercial bank, our wealth and insurance, TD Securities, businesses here in Canada contribute to the vast majority, and it is almost greater than 75% of our earnings. What I would say to all of our shareholders, the performance of our organization, we work every single day to meet not only your expectations, but certainly the expectations of our clients, our colleagues. What I can tell you is when you look at our Canadian personal and commercial bank, it is the premier retail bank in Canada. We have the number one market share in non-deposit growth and continuing to grow. We are the choice for new to Canada.
From a wealth perspective, what I can tell you is we're number one in institutional asset management, number one in direct investing by a sizable margin, have the fastest growing advice business in Canada. On the insurance side, have absolutely the winning model as we move forward to deliver and protect Canadians for home and auto. Have been growing double-digit gross written premium growth over the last five years. In our TD Securities business, as I said in my speech, with the TD Cowen acquisition now complete, we have for the first time at TD a fully integrated North American investment bank. Our aspiration is to be a top 10 dealer in North America with global reach. From a growth perspective, we are incredibly well positioned and we have momentum across all of our businesses.
Our US business is absolutely important, and we are 100% committed to our business in the United States as we move forward. Podium number two.
Hi. My name is Abid Raza. By the way, your service, client service, I'm client of all the three platforms that you have, banking, brokerage, and insurance. I must say they are rather good. I have no issue with that. The question I have, and it is that where is the data, the bank data on all three, banking, brokerage, and insurance, stored and processed? Is it in Canada or is it somewhere else?
Our data, we're in the process of modernizing our data today, and we're moving most of our data. Some of it is certainly the businesses that are operating here in Canada. Those data will be here, but we are moving it to our cloud data strategy.
That would be the same for the United States also.
They're not in the United States, correct? Pardon? The data is not stored or processed in the United States.
For the businesses that would be in the United States, our U.S. business.
Oh, we do have part of the business, yes. Canadian part I'm talking about.
Correct. Our Canadian data would be in our data cloud strategy.
Okay. My concern is that given the political environment, are we vulnerable as individuals and as an institution?
We have a significant effort that we put in as part of our protect strategy, not just from a cybersecurity perspective, but just protecting our data is one of the most important things that we do as a financial institution, regardless of what business line we're in. We're constantly investing, constantly hiring new talent.
It is one of the areas that is something that is at the front and center from a top priority for this organization to make sure that we are protecting your data. We are protecting our data as we move forward. I think podium two still.
Good morning. My name is Peter Perlfreman, and I am a shareholder and a customer for 48 years. In your TD Framework Statement or the mission statement, you state that TD Bank is very proud of its strong corporate governance practices, which help to assure our shareholders that TD is being operated in keeping with their interests. Yet, as discussed extensively today, $3 billion, over $3 billion, of our shareholder funds have been handed over to the U.S. government for fines related to lack of governance with regard to money laundering activities by criminals. Quite rightly, that has had extensive discussion today.
I suspect in many of our minds, whilst we have heard what you've said in terms of addressing it, it still leaves us with major concerns that it was ever allowed to happen. Now, through personal experiences as a 48-year-long customer of TD, I have serious concern that this lack of governance extends to other areas of the business, including retail banking. In particular, with what appears to be the bank's failure to properly protect customers' accounts from cyber attacks on online accounts, such that funds can be fraudulently transferred and taken from their accounts. You referenced earlier this morning that one of the issues that resulted in the $3 billion fines was behaviors and deficiencies. This is equally true in a potential issue in retail banking.
My first question then related to this issue is, what is the bank doing in terms of governance to properly protect customers' accounts from online attacks? What assurance can you give retail customers that the bank really is serious about safeguarding their deposits such that they won't move all their accounts and assets to another institution?
Thank you for your question, Peter. On the topic of governance, and then I'll sort of get into the question that you asked, we have reviewed again and have gone through quite an extensive review of our governance process at the board level and within our various different business lines and have implemented new governance. I think you heard from Alan earlier today. In the United States, we have implemented a new committee within the board, a compliance committee to oversee, first and foremost, the remediation work.
We have implemented a U.S. remediation office that we have stood up with our dedicated senior executives that have a detailed roadmap of the remediation, and they are absolutely going to hold the organization accountable. At the parent level, we have implemented a new committee at the board level to ensure the remediation work at the enterprise level is also being conducted and reviewed. That is at the board level. From a management perspective, one of the things that we did is to make sure that the lessons learned from the AML event was, for one, that we did not have the right leaders. We did not have the breadth of subject matter expertise in certain functions and areas.
We have gone out and hired some of the leading industry experts, not just from other big, large financial institutions, but law enforcement, from regulators, from government officials to just deep, deep, deep subject matter experts. We have brought in now over 50 executives with subject matter expertise across a variety of functions. We have about 700 new colleagues that we have added to do the remediation work to make sure that work gets done. That is important because we are making and have made substantial investments over the past year and will continue to make to enhance the platforms that we are investing in, the technology that we are investing in, the data that is actually accessible real-time, and getting it to the right people that can action it and changing the behaviors of our organization. A lot of that is going on.
We are constantly investing on our protect platform. It's one of our most critical areas of the organization to make sure that if no bad actors are accessing our data and when things happen, that there are alerts and there is protocol and playbooks on how that's handled as we move forward. That is a critical area of our organization. It starts with having the right talent. We have gone to extensive lengths over the last year and a half to bring that talent into the organization. We will continue to do that. This is a forever game. We'll need to continue to invest in our investments around cyber and protecting the organization.
Thank you. That's helpful. I think we've heard that, and it is good to know that you're addressing it in that way. These things take time.
I think for many of us, certainly for myself, the jury is still out. There is a long way to go to be sure that, in fact, that is implemented and that we are not dealing with something similar in another country next time. I appreciate that. The other point, and I appreciate your background in personal banking, is that it goes down exactly as an earlier shareholder commented. It goes to the front line. I know that at the senior management level, you have to deal with the issues you have to deal with. You have to have processes in place where things are dealt with at lower levels. Sometimes they do not know exactly what the issues are. They will just go from their little rule book that they have been given.
Unless they've been really well trained, you don't get the right outcome, particularly at the retail level. I appreciate your comments. My second question, though, and it relates to that more directly, is can you assure us as shareholders that retail customers who are the very cornerstone and backbone of the bank, who have been affected by online cyber attacks or may be affected by online cyber attacks, will be treated fairly and properly so that in a few years' time, we're not dealing with yet more class action issues and settlements that Mr. Paquet referenced in a number of his presentations?
Thank you for your second question.
What I can tell you is I said in my comments, in my speech, that the AML remediation work that we are undertaking and have been undertaking for about a year and a half now is the absolute number one priority of this organization. As a new CEO, it's the absolute number one priority for me. That involves significant investments that we are making on our data infrastructure to make sure that the right information is getting to the right people in a timely manner where decisions can be made. For all of our customers, our goal always is to treat clients as fairly as possible, listen to your concerns, and then work with our customers as we try to resolve any and all issues.
Thank you.
All I will add is that as a 48-year-long customer, I've pretty much been through every phase of the bank's transition to the online institution that it is now. Yet we're all still learning. I think the bank needs to be able to really assure us or assure retail customers who are important to me, even more important to me as a shareholder, because as you said, you have 10 million in the U.S. You need to constantly make sure that they are up to speed with what is needed in terms of security in this online world. I think that the bank needs to be doing more to satisfy those very important retail customers, that they're doing everything they can because it's far more important for the bank to be doing it.
Retail customers will do what they can, but they rely on the bank. They're trusted in the bank in moving from an analog to a digital world. It is a very big responsibility.
Absolutely agree. I absolutely agree. Thank you for your comments today, Peter. Thank you. I think I'm going to first go to podium five.
For the benefit of those joining this annual meeting late via internet or telephonically, I'll underscore the fact that in 2024, TD Bank pled guilty to both civil and criminal charges resulting in billions of dollars in fines and penalties. Not to be trite, but is that a key justification for providing only water and birdseed to those present at this annual meeting today?
I'll leave it at that. I don't usually get stuck, but. Again, not to be trite. Not to be trite, but I do appreciate your comment.
When they do it in person, which is unfortunately annual meetings, as a shareholder in many companies and a very active investor, unfortunately, many are going online. I appreciate the fact that this continues to be done in person on an annual basis, hoping for next year as well. However, someone once said, "If you're going to do it, do it right." Appreciate your feedback. Cheers. Thank you. With the H2O.
Move to podium two.
Hi. My name is Abid Raza. I asked a question about whether data is, and you did answer that. What I forgot to ask are two other questions relating to that. One is that under whose jurisdiction does this storage and processing come under? In other words, is it in Canadian legal jurisdiction or is it an American jurisdiction? That's part one of the question.
Second part of the question is, suppose, or maybe, and it is a hypothetical one, if you were to ask to be asked by the American authorities because you do have American bank branches and you do have business interests to protect, if you were to be asked to hand over the data to the Americans, what would you do? Question one, whose jurisdiction? Question two, handover of the data. Thank you.
Thank you. Maybe on that question there, I mean, we've got Vlad, who's the head of our technology here. Maybe at the end of our session today, I can introduce you to Vlad, and we can go over those questions, right? If there's a mic, we can have Vlad answer it now.
Thank you for your question. I'm going to seek you out after the session and explain.
It's a fairly complex subject, so I wanted to make sure we have a dialogue about this. I answer your question in the most thorough manner, if you don't mind, after this meeting. Okay. Thank you, Vlad.
Again, my name is Jim Morrison. I'm a shareholder. A few moments ago, I read a short letter to you. I concluded and I looked up, and I thought I must have spoken to a blank wall. There's no response. It's just like there's been no response or acknowledgment of the letter I sent to the chairman on November the 2nd. I am going to assume you don't respond to correspondence. Thank you.
We will follow up. I don't think that mic is on. Is that on? Am I not? I apologize that no response was given, and we'll ensure that we do.
I do apologize, and it was a mistake which shouldn't have happened. Bonjour, Jacques. Jacques Paquet, shareholder. I hadn't intended to speak about this, but I see that shareholders are really concerned about data and artificial intelligence. I wanted to ask. I don't use it, but when we communicate with the bank, there's voice recognition, and we're identified from our voice. Is that still the case? I don't know if someone can tell us in terms of banking services. When we call the bank or the brokerage, often we're told, "You've been identified. We know that it's you, Jacques Paquet, through your voice." Is that still like that? Est-ce que quelqu'un qui le sait ici, ou moi? Sorry. Is that your question, Mr. Paquet? I've got your question.
When you do call into any of our telephone banking, it is a choice that clients have, whether they want to use a PIN to identify them, whether they want to have voice identification. Not all of our businesses, and I have run the contact centers again in my previous roles, not all of our areas in the organization would have the same features and functionality. That option is up to our clients. Those clients that have chosen that as a convenience option, a voice recognition, that's available. For others, it's a PIN. For others, it's your security questions that you would answer. Multiple different ways that you can be authenticated. The customer can still choose how they are going to be identified. This is constructive. What I'm saying, a few weeks ago on CBC Radio Canada, there was a consumer investigation program.
They did a trial with AI. They called six banks, and they used AI to identify themselves. They succeeded in TD in changing somebody's data. It was actually an AI. It was not the real customer. With AI, they managed to change somebody's data. My question is in a preventative spirit. I think it is important to be aware of that. Some banks do not use voice recognition. Not all banks use that system. It is just, I guess, a warning. Maybe you should look into that because this is easy to find on Radio Canada, that report.
Thank you, Mr. Paquet. Thank you for sharing that, and we will take that away. Again, just to reinforce, clients do have a choice on the way they get authenticated. It is a very valid point that you make with the advancement of AI.
We'll always have to look at, do we need to make modifications and change our processes? Thank you. Is there any? I don't think anyone more in the room at this moment. Maybe we'll now take questions from the webcast.
Mr. Chun, we have received the following question from Angel Nesna, who asks the following. Mr. Raymond Chun, congratulations on your appointment as Group President and CEO of TD Bank. We recognize your commitment to transformation and customer excellence. TD has yet to commit to a racial equity audit of its products and services. Such an audit would allow TD to assess compliance with U.S. civil rights, Canadian human rights, and indigenous rights laws, identify service gaps for underbanked communities, and evaluate deficiencies in the bank's systemic discrimination risk mitigation processes, including the resourcing and staffing of compliance functions.
With Indigenous and racialized communities representing growing markets, equitable access enhances business resilience and sustainability. Peer institutions like BMO, RBC, and Scotiabank have already moved forward. Scotiabank's racial equity audit proposal recently earned over 37% shareholder support. Will TD commit to aligning with peers by extending its racial equity audit to include products, services, and business practices?
Thank you for the question, for the very important question. I would like to start, maybe I'll start by saying back in 2023 at TD, we did conduct an independent racial equity assessment of our employment practices across our entire enterprise. That was done. We had some valuable insights that we took away from that. Those insights we actually have also looked at from a customer impact and applied it across from a consumer perspective also. We are constantly looking at making enhancements.
We are constantly looking at reevaluating our assessments. Thank you for your comment. We'll take that away. I think it was very specific to actually would we apply it to products and services. We'll take that component and assess it as we do on an annual basis. We did get some very valuable learnings out of the 2023 equity assessment that we did. Thank you. Are there any other questions on the webcast?
Mr. Chun, there are no further questions from the webcast.
I do not see any further questions. Oh, okay. Back to podium two in the room, please.
Good afternoon. My name is Bob Sion. I'm an investor. Now that the growth opportunities in the States have been capped as part of the regulators' penalty, what growth opportunities have you identified in Canada?
Thank you, Bob.
We are, as I commented in my speech, what we're doing right now is actually going through a comprehensive strategic review. Part of that review, if I break it down into four parts without getting into detail, the first part will be to look at our capital allocation and business mix. Second is how we simplify our portfolio. Third is the investments that we'll need to make to grow. Fourth is what we'll need to do to become more efficient. All of those four are what we'll actually then share at an investor day coming up in fall of 2025. That'll be about how we're going to move forward as an organization, what our medium and long-term strategies are.
As I said earlier in my comments, the 75% of our business that are the Canadian-based businesses, the Canadian Personal Commercial Bank, Wealth and Insurance, our TD Securities businesses, those businesses today have tremendous momentum. They are winning in the marketplace. The entire strategic review, a large portion of that is what we're going to do to accelerate that momentum and move forward. In the U.S., we have still a terrific franchise, and we are repositioning our U.S. businesses to adhere to the consent orders, to the asset caps, but restructuring our U.S. businesses to deliver from an ROE, more from an ROE as we go forward. More to be shared, and we will share the full extent of our strategy and how we're going to grow and move forward and win at the fall investor day.
I look forward to sharing that with everyone. I think I see that there are no further questions in the room or on the web. Thank you to our shareholders and proxy holders for your questions and comments today. On that, I'll send it back over to you, Alan.
Thank you, Ray. This concludes our meeting. On behalf of the bank, I would like to thank you for participating in this meeting and for your ongoing commitment to TD. I wish all the best to you and your families, and hope you stay safe and healthy. This meeting is now terminated. Thank you, Missy.