Issues for the HR committee. Thursday, April 9, 2015

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1 Issues for the HR committee Thursday, April 9, 2015

2 St. John s Vancouver Edmonton Saskatoon Calgary Winnipeg Regina Quebec City Halifax Montreal Saint John Sherbrooke Ottawa Toronto Kitchener Burlington Niagara The Directors' Series Beyond compliance 1

3 Agenda Panel discussion Emerging issues The TD journey Trends in executive compensation Director perspective Questions and answers The Directors' Series Beyond compliance 2

4 Panel Don Wilkinson Vice Chair, Deloitte Sue Cummings Executive Vice-President, Human Resources, TD Bank Group Ken Hugessen Founder, Hugessen Consulting Inc. Heather Stockton Canadian Financial Services and Human Capital Leader, Deloitte Paul Cantor Chair of the board, Global Risk Institute in Financial Services The Directors' Series Beyond compliance 3

5 Don Wilkinson Vice Chair Deloitte

6 Heather Stockton Canadian Financial Services and Human Capital Leader Deloitte

7 Emerging issues for the HR committee The evolvers: Building momentum Talent and leadership Diversity and inclusion The next big wave: Bigger change coming Technology disruption at work The makeover of HR The Directors' Series Beyond compliance 6

8 Sue Cummings Executive Vice-President, Human Resources TD Bank Group

9 The TD journey Talent and leadership: Building for the future, TD's continued talent and leadership focus HR transformation: Evolving as a business with an expertise in people The Directors' Series Beyond compliance 8

10 Discussion question Traditionally, the focus of HR committees was on CEO and senior executive selection, succession planning, and compensation. Has the broadening of their mandate to the oversight of areas such as talent management, leadership, productivity, and diversity across the broad employee population truly been warranted? The Directors' Series Beyond compliance 9

11 Ken Hugessen Founder Hugessen Consulting Inc.

12 Trends in executive compensation Ongoing demands from shareholders and proxy advisors for closer alignment of pay with performance Increased willingness to use the say on pay and/or majority voting stick Continuing drop in use of stock options in favor of performance share units (PSU) The Directors' Series Beyond compliance 11

13 Trends in executive compensation Upgrade in reporting including disclosure of realized pay and its alignment with performance Direct engagement of Board and HR committee chairs with shareholders and proxy advisors The Directors' Series Beyond compliance 12

14 Paul Cantor Chair of the board Global Risk Institute in Financial Services

15 The New HR Committee The ultimate home for independence Distinguish between the must do, the should do and the could do Beware of the pitfalls of increasing demands for expertise Recognize areas where expertise is required and why e.g. Executive compensation because there are inherent conflicts of interest The Directors' Series Beyond compliance 14

16 Discussion question Compensation committees have enhanced their pay for performance processes and disclosures in recent years. In the current political and social environment, should they also be rethinking the absolute size of executive compensation packages and addressing internal equity issues? The Directors' Series Beyond compliance 15

17 The Directors' Series Beyond compliance 16

18 2015/2016 series Thursday, October 8, 2015 Thursday, January 7, 2016 Thursday, April 7, 2016

19 THANK YOU FOR ATTENDING To receive a complimentary DVD copy of today s session, please fill out the Deloitte resources request form located in your handout package.

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