TD was the first Canadian bank to set a target to finance the transition to the low-carbon economy, including $100 billion in low-carbon lending, financing, asset management and other programs by 2030.1 To guide this, TD follows voluntary initiatives like the Sustainability Linked Loan Principles, the Green Bond Principles, the Social Bond Principles, the Sustainability Bond Guidelines, and has developed its own Sustainable Bonds Framework. The Bank is also a signatory to the Equator Principles, which contains provisions to respect Free, Prior and Informed Consent (FPIC) by Indigenous Peoples in major projects that affect them. While taxonomies and regulations are emerging, what ultimately qualifies as low carbon finance is currently decided by TD. Reputational risk is possible when the public’s expectations do not align with the company’s definitions. On September 27, 2021 a Toronto Star article referenced TD as a bank involved in $1.5 billion financing to pipeline company Enbridge, $1.1 billion of which was sustainability linked. Critics alleged greenwashing.2 Regarding the sustainability-linked financing, Enbridge stated that it does not intend to allocate the net proceeds specifically to projects or business activities meeting environmental or sustainability criteria.3 The investor-led Climate Action 100+, of which TD Asset Management is a signatory, found that Enbridge does not meet any criteria in aligning its capital allocations with the Net Zero Company Benchmark.4 At the time of the financing, Enbridge was completing the Line 3 oil pipeline expansion, a project with the equivalent emissions impact of 50 new coal-fired power plants.5 The Line 3 expansion also failed to secure the Free, Prior and Informed Consent (FPIC) of affected Indigenous Peoples, resulting in court cases, hundreds of arrests, and significant media attention.6 None of the guidelines or frameworks TD is party to require the Bank’s low carbon financing be numerically consistent with its net zero emissions reductions targets, nor do they preclude financing of fossil fuel activity. The EU Taxonomy for Sustainable Activities recognizes the risk of carbon lock-in from financing fossil fuel activity, even for pollution abatement, and therefore precludes it.7 Transition finance is reserved for activities for which there are no low-carbon alternatives. In addition to Line 3, TD has been involved with financing other major fossil fuel projects that failed to secure FPIC.8 While TD should consider strengthening its policy regarding FPIC across all its financing activities, failure to respect Indigenous Rights in financing branded sustainable heightens the prospect of reputational risk. We urge shareholders to vote FOR this proposal.