The Toronto-Dominion Bank | Dismissal of advisor at The Toronto-Dominion Bank

Status
Filed
AGM date
Previous AGM date
Proposal number
7
Resolution details
Lead filer
Resolution ask
Other ask
ESG theme
  • Governance
ESG sub-theme
  • Lobbying / political engagement
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Financials
Company HQ country
Canada
Resolved clause
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.
Supporting statement
The following are the reasons why TD Bank cannot afford to retain Mr. Masrani as an advisor or any other
position within TD Bank and its subsidiaries:
TD Bank has agreed to plead guilty and pay US$3.9 [sic] billion in fines in the United States and to limit its
growth in the United States for the coming years.
In addition, the investigations have not yet been completed.
It is the largest bank to plead guilty to such criminal charges in U.S. history.
“By making its services convenient for criminals, TD Bank became one,” said Attorney General Merrick B.
Garland.
The U.S. authorities have stated that the senior management of TD Bank was well aware of the money
laundering.
Senator Elizabeth Warren said 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.
With this case, TD has destroyed the reputation of Canada and all Canadians, as Senator Colin Deacon said:
“The world can now point to TD Bank, and 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.”
The bank also received a penalty in Canada of over $9 million under the Proceeds of Crime (Money
Laundering) and Terrorist Financing Act and related regulations.
For some years now, TD Bank has been making headlines with the proliferation of lawsuits and class actions
against them by customers, employees, shareholders and financial authorities in the United States and
Canada.
Fines, monetary penalties and out-of-court settlements, among others, considerably reduce past, present
and future results for shareholders, who remain those most penalised.
TD’s share price performance from November 2014 to November 2024 is a far cry from the Royal Bank’s
share price performance over the same period, as mentioned by some financial experts.
Mr. Masrani, who has been in office since November 1, 2014, more than 10 years, has delivered poor
performance at the leadership of TD Bank during his tenure.
As a result, shareholders and employees were penalised monetarily for the stock’s poor performance.
Mr. Masrani has already cost TD 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.
TD Banks does not need Mr. Masrani as an advisor to pursue its business, but rather to distance itself from his
management and incompetence.
We must therefore do as Wells Fargo did during its scandal and replace Mr. Masrani with a qualified person
with experience in the Canadian and U.S. banking system, and especially not from TD Bank.
It is clear that confidence in TD for customers, employees and shareholders alike will not be restored by
leaving the same people in place as president or in any other position.

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