The Toronto-Dominion Bank | Responsible Compensation Policy, Aligned with Performance at The Toronto-Dominion Bank

Status
Filed
AGM date
Previous AGM date
Proposal number
3
Resolution details
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Remuneration or pay
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Financials
Company HQ country
Canada
Resolved clause
It is proposed that the Bank adopt a more responsible compensation policy that is aligned with the Bank’s overall performance.
Supporting statement
In a context where wage restraint is expected across all sectors, it is essential that the compensation of senior executives reflects not only the actual performance of the business, but also the general economic situation and the social climate. In order to strengthen the legitimacy of compensation decisions and maintain the confidence of interested parties (stakeholders), it is proposed that the Board of Directors adopt, by the next annual meeting, a policy of restraint and accountability governing the compensation of senior executives. This policy includes the following components: 1. Alignment with performance and internal equity 2. The growth in total compensation for senior executives (fixed salary, bonuses, long-term incentives) should follow clear and comparable guidelines, including: • the annual growth of the Bank’s adjusted net income; • the median growth of employee salaries; • the changes in the dividend per share. • This alignment allows for the recognition of executives to be concretely linked to the actual performance of the organization and the experience of all employees. 3. Temporary cap during periods of economic pressure • During economic periods of high inflation, a housing crisis or stagnant incomes in the real economy, the Bank should consider introducing a temporary cap on annual executive compensation increases (e.g. 3% to 5%, except in clearly justified exceptional cases). 4. Increased transparency in public reporting 5. The annual compensation report should provide an explicit comparison between: • growth in senior executive compensation; • median growth of employee salaries; • financial and non-financial performance indicators. Adopting such a policy would promote responsible corporate governance, ensure an equitable distribution of the value created, and prevent tensions related to excessive pay gaps. It would send a clear signal of discipline, transparency and commitment to sustainable performance.

DISCLAIMER: By including a shareholder resolution or management proposal in this database, neither the PRI nor the sponsor of the resolution or proposal is seeking authority to act as proxy for any shareholder; shareholders should vote their proxies in accordance with their own policies and requirements.

Any voting recommendations set forth in the descriptions of the resolutions and management proposals included in this database are made by the sponsors of those resolutions and proposals, and do not represent the views of the PRI.

Information on the shareholder resolutions, management proposals and votes in this database have been obtained from sources that are believed to be reliable, but the PRI does not represent that it is accurate, complete, or up-to-date, including information relating to resolutions and management proposals, other signatories’ vote pre-declarations (including voting rationales), or the current status of a resolution or proposal. You should consult companies’ proxy statements for complete information on all matters to be voted on at a meeting.