The Toronto-Dominion Bank | Public Disclosure of Non-Confidential Information, Country-by-Country Reporting, Compensation Ratios and Tax Havens at The Toronto-Dominion Bank

Status
Filed
AGM date
Previous AGM date
Proposal number
8
Resolution details
Lead filer
Mouvement d'éducation et de défense des actionnaires (MÉDAC)
Resolution ask
Report on or disclose
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 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.
Supporting statement
On several occasions over the years, the bank received shareholder proposals from MÉDAC — and now from Vancity — requesting the calculation and disclosure of the compensation ratio. Despite the substantial number of votes received in support of these proposals (XX% in 2023), the bank still does not disclose its overall compensation ratio, as has been mandatory for some time now in the United States, and as many companies here in Canada already do. Despite the fact that the compensation ratio should be published for all employees in accordance with the Global Reporting Initiative (GRI)(1) standards, public disclosure of non-confidential data under the “Country by-Country Reporting” — Action 13(2) of the OECD/G20 Inclusive Framework(3) on BEPS (Base Erosion and Profit Shifting(4)), an international initiative to which the government is a signatory — would enable the calculation of significant compensation ratios that would allow the overall compensation ratio to be better interpreted by enriching the description of the context.(4) Moreover, the disclosure of such non-confidential data to the general public — as is otherwise the case in several other countries, including Europe — would be an exercise of transparency, goodwill and good faith that would directly fuel efforts to fight tax evasion, tax avoidance, “tax havens” and other “laws of convenience”. And yet, according to the Edelman Barometer(9) conducted in 2024 among the Canadian population, 59% of Canadian respondents believe that chief executive officers purposely try to mislead people by saying things they know are false or gross exaggerations. There is a clear distrust of traditional leaders and chief executive officers. For all these reasons, the bank must make public, on an annual basis, the non-confidential data contained in its Country-by-Country Reporting. This proposal has received the support of 9.99% of votes cast at the last annual meeting. (4) (9) No citations or references accompanied this paragraph of the proponent’s statement. https://www.edelman.ca/sites/g/files/aatuss376/files/2024-03/2024%20Edelman%20Trust%20Barometer_Canada%20Report_EN_0.pdf

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.