Laurence Lévy, Senior Vice President, Québec Region, Canadian Personal Banking. Laurence Lévy, Première Vice-Présidente, Région du Québec, Service bancaire personnel au Canada. Good morning. My name is Laurence Lévy, I'm the Senior Vice President of Branch Banking for the Québec Région at TD. It is my honor to deliver the first bilingual land acknowledgement at TD annual meeting of the shareholders. My name is Laurence Lévy, and I'm Senior Vice President of Branch Banking for the Québec Région at TD. It is my honor to deliver the first bilingual land acknowledgement at TD's annual meeting of the shareholders. I wish to acknowledge that I'm joining you today as a guest on the ancestral and unceded territory of many nations, including the Mississaugas of the Credit, the Anishinaabeg, the Chippewa, the Oni Djinoshi, and the Wendat people, and is now home to so many diverse First Nation, Métis, and Inuit people. I also acknowledge that Toronto is covered by Treaty 13, signed with the Mississaugas of the Credit, and the Williams Treaties, signed with multiple Mississauga and Chippewa nations. I wish to acknowledge that I'm joining you today as a guest on the ancestral and unceded territory of many nations, including the Mississaugas of the Credit, the Anishinaabeg, the Chippewa, the Odi Noshoni, and the Wendat peoples, and is now home to many diverse First Nations, Métis, and Inuit people. I also acknowledge that Toronto is covered by Treaty 13, signed with the Mississaugas of the Credit, and the Williams Treaties, signed with multiple Mississauga and Chippewa nations. This meeting was this acknowledgement to remind us of our responsibility to meaningfully advance our collective effort toward true reconciliation with Indigenous people. For me, I'm reflecting on and feeling grateful to community leaders and members who recently invited me to participate in a smudging ceremony. The experience was both emotional and peaceful, and I felt through it an indelible connection to the community. Most importantly, it's truly allowed me to reflect on my role as a leader with settler privilege and inspired me to take meaningful action to become an engaged ally. We begin the meeting with this acknowledgment to remind us of our responsibility to meaningfully advance our collective efforts towards truth and reconciliation with Indigenous peoples. For me, I'm reflecting on and feeling grateful to community leaders and members who recently invited me to participate in a smudging ceremony. The experience was both emotional and peaceful, and I felt through it an indelible connection to the community. Most importantly, it allowed me to reflect on my role as a leader with settler privilege and inspired me to take meaningful action to become an engaged ally. Personal journey to truth and reconciliation includes a commitment to continuous learning about the histories, cultures, and stories of Indigenous people. From the perspective of my role at TD, I am focused on supporting the incredible talent from communities and on moving and removing obstacles to accessing financial services. My personal journey to truth and reconciliation includes a commitment to continuous learning about the histories, cultures, and stories of Indigenous peoples. From the perspective of my role at TD, I'm focused on supporting the incredible talent from these communities and on removing obstacles to accessing financial services. At TD, we recognize there is more work to be done and that we all have a role to play in our collective journey towards truth and reconciliation. We are committed to this work and to doing our part to help accelerate the social and economic inclusion and equity of all Indigenous people. At TD, we recognize that there is more work to be done and that we all have a role to play in our collective journey towards truth and reconciliation. We are committed to this work and to doing our part to help accelerate the social and economic inclusion and equity of all Indigenous peoples. Thank you. Alan MacGibbon, Board Chair, TD Bank Group. Alan MacGibbon, Président du Conseil d'administration, Groupe Banque TD. Thank you, Laurence. Morning, everyone. Welcome to the 2024 TD Bank Group annual and special meeting of shareholders. Bienvenue à notre assemblée annuelle. Welcome to our annual meeting. I'm Alan MacGibbon, Chair of the Board of Directors. I will act as Chair of this meeting as stipulated by the bank's bylaws. This meeting is called to order. With the consent of the meeting, I will ask Jane Langford, TD's Executive Vice President and General Counsel, to serve as Secretary for the meeting. We're delighted to welcome some of you today in person, and we also welcome those of you joining us by webcast or through the phone line. As was done last year, we have enabled question and comment capabilities through our phone lines and webcast with the aim of making the experience for our virtual attendees as interactive as possible. As in past years, both English and French will be spoken during this meeting. Simultaneous translation will be provided in person and over both our English and French webcasts and phone lines. Let me explain how this will work. With the goal of allowing all shareholders and proxy holders to participate, regardless of whether they are here with us in person, on the phone, or on the webcast, we will take questions from the room first, then from the phone, and then through the webcast. In each case, we ask that you identify whether your question relates to a motion being considered as part of the formal business of this meeting or whether it is of a more general nature. We will address questions that directly relate to a particular motion at the appropriate time, and we ask that you save general questions for the question and answer period following the formal business. If you're in the room with us and would like to ask a question, you will be prompted to approach one of the microphones on the floor at the appropriate time. For those with limited mobility, please raise your hand and a microphone will be brought to you. To ask a question over the phone, you will be prompted to enter the question queue at the appropriate time. When we are ready to take your question, the operator will introduce you. We ask that you please be concise and that you only ask one question at a time to give more shareholders an opportunity to ask questions. If you have additional questions, please re-queue at the microphone or on the telephone line to allow us to speak with as many shareholders as possible during the meeting. If you are a shareholder or proxy holder on the webcast and have a question, click on the Ask a Question tab on the left side of the webcast page. If you're watching the webcast in full screen, you will need to minimize the video to access the Question tab. Shareholders who wish to submit a question or comment through the webcast platform can do so at any time, and we will address them at the appropriate time. A TD representative will read out the questions received over the webcast, and English translation will follow the reading of any questions submitted in French. In order to address as many different questions as possible during the meeting, if we have several questions that are very similar in nature, we will group these questions together so that they can be addressed together. As in past years, the vast majority of shareholders submitted their proxies or voting instructions in advance of the meeting, but shareholders and proxy holders, whether attending virtually or in person, will also have the opportunity to vote during the meeting. To keep your vote confidential, proxies are counted and tabulated by TSX Trust Company, our transfer agent, and are only submitted to the bank when legally necessary or when a shareholder clearly intends to communicate comments to management or the board. Here is how you can vote through our virtual voting platform. Once you are logged into the webcast, click the Vote tab on the left side of the webcast page, and a separate browser window will open. Shareholders that are not logged into the webcast can access the virtual voting platform from the 2024 annual and special meeting page on TD's website. Once you have accessed the voting platform, you can register to vote by entering your control number and then entering TD2024, all lowercase as your password. Voting will be open so long as the formal portion of the meeting is proceeding. If you have voted in advance of the meeting and do not wish to change your vote, then you do not need to do anything. If you're in the room with us and you wish to vote during the meeting, you will need the green and blue ballots that were offered to you at the registration desk. I have received satisfactory proof that the notice calling this meeting was duly publicized and sent to all shareholders of the bank. We have received proxies representing approximately 50% of the nearly 1.8 billion outstanding common shares. Accordingly, we have quorum present, and I hereby declare the meeting duly and properly constituted. As in past years, we have a question and answer session after the formal business of the meeting is completed. As I noted earlier, during the formal portion of the meeting, we will pause to address questions and comments submitted by shareholders and proxy holders that are specific to the motions being presented during the meeting. As always, we ask that any questions that you ask relate to the business or affairs of the bank and not be of a personal nature. For people in the room, we have a representative from TD Customer Care here with us today. Can I ask Tony Ali to stand and be recognized? Thank you, Tony. If your question is of a personal nature, we will defer your question and ask that you speak with Tony after the meeting, or we will have one of our customer care representatives get in touch with you after the meeting. The agenda for today's meeting is available on the annual and special meeting page of TD's website, and for in-person attendees, the agenda can be found in the booklet that was on your chair. Please note that discussions during the meeting may contain forward-looking statements about the bank's outlook and objectives and strategies to achieve them. Bharat will be referring to non-GAAP financial measures, also known as adjusted results, in his results, in his remarks. Details regarding forward-looking statements and non-GAAP financial measures are on the slide presented in the room and on the webcast and can also be found in the bank's financial reporting. Now I would like to introduce the individuals who are with me today. Bharat Masrani, Group President and Chief Executive Officer of the bank, and Jane Langford, Executive Vice President and General Counsel of the bank. As noted earlier, Jane will act as Secretary of the meeting. In addition, members of the bank's senior executive team and board of directors are available to assist with questions if necessary. Pat Lee and Jordan Scaffidi, representatives of TSX Trust Company, the bank's Register and Transfer Agent, will act as scrutineers. Let me share a few thoughts before I ask Bharat to address the meeting. After many years of service on the board, it is an honor to be here today as your new Chair. C'est un honneur d'être. It is an honor to be your new Chair. On behalf of the board, I would like to thank Brian Levitt for his many years of service to TD as Director and as Chair. He retires from our board today, and we wish him the very best. Thank you. 2023 was a year of change with significant macroeconomic and geopolitical challenges and rapid technological disruptions. Through prudent management, TD successfully navigated these dynamics to close the year with a strong, well-capitalized bank. Our performance allowed us to increase our dividend and initiate a stock buyback to return value directly to you, our shareholders. Our strength was particularly important during the U.S. banking crises in the spring of 2023. TD provided stability for our customers and continued to serve and deliver on our purpose. We also continue to invest in our business and enhance the customer experience. Committed to the communities in which we operate, we advanced our sustainability and corporate citizenship priorities through 2023. This is important work. Last year alone, we contributed over CAD 157 million through the TD Ready Commitment and set a new CAD 500 billion Sustainable and Decarbonization Finance Target. As always, our more than 95,000 colleagues delivered. Their talent and customer focus are what set TD apart. I want to thank them for their tremendous contributions. Je me. I thank our colleagues. Fellow shareholders, your bank is strong. Votre banque est. Our bank is strong. As we make the necessary investments to strengthen our bank, we will continue to build for the future and create value for our owners. I want to thank our CEO, Bharat Masrani, for his leadership. Supported by a strong senior executive team with deep experience, he continues to deliver for the bank and for our shareholders. I would like to now invite Bharat to address this meeting. Bharat. Thank you, Alan, and congratulations on your appointment as Chair of the Board earlier this year. I also want to thank Brian Levitt for his many years as Chair and member of our board and for his wise counsel. Thank you, Brian. Good morning, everyone. Welcome to our annual meeting. Since we last met, TD successfully navigated a year of significant change, strengthened our business, and served our more than 28 million customers and clients with excellence. We delivered fiscal 2023 Adjusted Earnings of CAD 15 billion and started 2024 with good results that position us well for the year ahead. This performance enabled us to invest in our future and in the customer experience throughout the year. Our consistent capital generation capability also gave us the confidence to increase our dividend and initiate a significant share buyback, returning value directly to you, our shareholders. Our bank, your bank, is one of the strongest in the world with ample liquidity and a robust capital position, both critical measures of a successful bank. I am incredibly proud of what our more than 95,000 colleagues around the world have accomplished over the past year. Before I continue, I want to address our anti-money laundering program. Banks play a key role in preventing, detecting, and reporting criminal activity, and we take our responsibility very seriously. Criminals are constantly targeting the financial industry, looking for any opportunity to exploit the system. As you know, we are in discussions with our regulators. Regretfully, our AML program was not where it needed to be, and we are addressing it. We know what we need to do, and we are working diligently to strengthen our program. We've onboarded globally recognized talent and leadership and invested in technology, process design, training, and other activities. I understand that you want to know more. However, given the confidential nature of regulatory discussions, I cannot provide additional detail or speculate on timing or announcements. I want to thank you for your patience. Let me now report on our business. Across the bank, 2023 was a year of growth and achievement. Our customer relationships continue to deepen, and our brand is powerful. In fact, TD has been ranked as the most valuable brand in Canada across all industries and in the top 100 globally. The Canadian Personal Bank continues to define and redefine what it means to be a leader. We welcomed a record number of new day-to-day banking customers and are providing them with ease, value, and trusted advice to help them reach their financial goals. We are one of Canada's top credit card portfolios, and our TD Aeroplan Card just marked its 10th anniversary. Our New to Canada Program is helping families plant roots in a new country. We have formed alliances here at home and around the world to better serve them, including a new partnership with HDFC, India's largest private sector bank. We rolled out an international student banking package, the first of its kind in Canada. We also launched our First Home Savings Account to support new homeowners and introduced TD Mortgage Direct to provide mortgage advice seven days a week. In the Canadian Business Bank, we continue to help companies grow, entrepreneurs create, developers build, and small businesses thrive from coast to coast. We deployed more business bankers across the country and doubled the number of senior private bankers in our commercial banking centers to provide wealth advisory services. We added more sector specialists, created a technology venture team, expanded our support for women entrepreneurs, and launched the Black Entrepreneur Credit Access Program. We also drove record originations at TD Auto Finance, and we helped more than 165,000 small businesses navigate the Canada Emergency Business Account, or CEBA, repayment deadline. In fact, TD was the largest CEBA lender in the country, helping businesses weather the challenges of the pandemic and emerge even stronger. Our wealth management business continues to be a leader. TD remains Canada's largest institutional asset manager. We also operate the country's largest direct investing business, which was ranked number 1 in Canada by the Globe and Mail for a second year in a row. With the recent launch of TD Active Trader, our next-generation trading platform, we are gaining rapid market traction. It has generated terrific feedback and high demand from customers who are eager to sign up. TD Insurance is Canada's top direct insurer, and we continue to disrupt the market with innovative digital capabilities and new products such as small business insurance. Last summer, we also helped homeowners navigate devastating wildfires, providing comfort and confidence in the moments that matter most. We are incredibly proud that one in three Canadians bank with TD, and here in our hometown, more than half of Torontonians are TD customers. Our One TD strategy weaves together these leading capabilities to bring a full suite of solutions to meet our customers' needs. In June, we held an investor day for our Canadian retail businesses and laid out the strategies that would help us chart our next phase of growth. As you just heard, we are making good progress. In the U.S., TD Bank, America's most convenient bank, continued to grow and deliver on our priorities as we navigated a challenging operating environment. We made the difficult decision to terminate our agreement to acquire First Horizon. It was the right decision for the bank, and we moved quickly to focus on building for the future. Today, we proudly serve more than 10 million customers in the U.S., with nearly 80% of our deposits in markets where we have a top three position. The TD Shield shines brightly in nearly 1,200 stores across the Eastern United States. We are in major metropolitan markets like New York, Philadelphia, Washington, D.C., Boston, and Miami, and in communities large and small from Maine to Florida. We're also supporting small businesses, the backbone of the American economy. We ranked number 1 for the 7th consecutive year in approved small business administration loans in our footprint, and we are the number 2 SBA lender nationwide. Through the pandemic, we were one of the largest paycheck protection programs, or PPP, lenders in the country, helping small businesses across our U.S. footprint navigate through an incredibly challenging period. TD Bank, America's most convenient bank, will continue to deliver, to serve, and to provide the legendary customer experiences that helped us build a top 10 bank in the U.S. in less than 20 years. Turning to wholesale banking, TD Securities accelerated its strategy to be a leading North American investment bank with global reach. We added almost 100 new wholesale banking lending relationships in 2023 and participated in some of the largest transactions in the market, including the biggest biotech IPO of the year. We recently marked the 1-year anniversary of TD Cowen, which provides us with new capabilities in the U.S. in research and equity sales and trading, in the addition of exceptional new talent. Combined, our business is even more competitive. The executives who lead the business segments I just reported on are here with us today. They are proven business builders with strong track records of success focused on meeting our customers' and clients' evolving needs. Our corporate leaders bring deep subject matter expertise and lead highly specialized teams. They deliver the technology, innovation, talent, and oversight we need to enable growth and create value. Together, these leaders and their teams work tirelessly to deliver for those we serve and for you, our shareholders. We accomplished a lot in 2023. Yet, it was also a year with economic challenges that profoundly impacted the individuals, families, and businesses we serve. It's been a generation since we last experienced the combined impacts of high inflation and rising rates. When Silicon Valley Bank failed and a regional banking crisis hit the U.S. market, our financial strength offered stability and reinforced what customers already know: they can put their trust in TD. Throughout the year, we consistently delivered ease, value, and trusted advice to our customers and clients across our businesses and markets. As Canada's largest digital bank, we offered information and advice, delivering even more personalized solutions. We helped homeowners plan for mortgage renewals and navigate historic rate increases. We launched innovative new products with speed to help our clients and customers achieve their goals. In good times, sound financial advice is critically important. In challenging times, it is indispensable. Technology also continued to disrupt the market in 2023. AI went from the lab to our smartphones. Customer expectations continued to rise, and we put our investments to work. Layer 6, a globally recognized leader in AI that we acquired in 2018, is delivering personalized and insight-driven experiences for our colleagues and customers. Across TD, we deployed new solutions, updated our mobile platforms, and empowered our colleagues with tools and training to help elevate the omnichannel experience. We have also been investing in agile work to drive productivity for several years. With a slowing economy, this helped us create the capacity needed to make important investments and build an even stronger foundation for future growth. The restructuring program we announced late last year will deliver even greater capacity going forward. Our ability to adapt and execute with speed will continue to be a competitive advantage. In 2023, we also advanced our sustainability and corporate citizenship priorities. Through the TD Ready Commitment, we contributed CAD 157 million to communities to help build a more sustainable and inclusive future. Additionally, TD colleagues raised more than CAD 23 million through our employee giving campaign for charities in the communities where we live and work. We also channeled our resources to help tackle the issue of affordable housing. The 2023 TD Ready Challenge awarded 10 grants of CAD 1 million each to organizations with creative solutions to this critical issue. For example, here in Ontario, WoodGreen's community housing pilot is supporting public-private partnerships to develop a new generation of affordable housing. And in D.C., the Washington Housing Conservancy is working to increase the supply of affordable rental apartment buildings. By boosting access to housing, we can help people and communities thrive in a rapidly changing world. I am pleased to see momentum from governments across Canada as they take action on this important issue. As a bank, we are making good progress on TD's sustainability goals and commitments. I encourage you to read our 2023 sustainability suite of reports, which we published last month. In addition, we advanced our own efforts while working with clients across our footprint on their transition and sustainability goals. TD Securities reached an agreement with the company 1PointFive to purchase more than 27,000 metric tons of carbon dioxide removal credits over four years once the plant is operational, one of the largest purchases of its kind by a financial institution. We know that the broader decarbonization of our economy will require collaboration among the private and public sectors. It would also take time and investment and will require the commercialization of technologies that may not yet exist. In a complex geopolitical and economic environment, we understand that TD can make a positive contribution to our shared challenges both in our own country and around the world. As we focus on the future, TD's unique and inclusive culture offers a significant advantage. In fact, I've said many times before, our culture is our secret sauce, and our colleagues are our greatest asset. We continue to empower them to serve and enable them to contribute to our long-term success. For 17 consecutive years, TD has been recognized as one of Canada's top 100 employers. We've been certified once again as a great place to work in both Canada and the United States. Just this week, we were named one of Canada's greenest employers. Internally, colleague engagement remains very strong, and we continue to attract top talent in the market. Building an organization that is diverse, equitable, and inclusive is core to our culture and embedded in our business. As part of our ongoing efforts, we were the first Canadian bank to conduct and publish a third-party racial equity assessment. While there is always more to do, we were pleased the assessment recognized the progress we have made. As we move forward with growing confidence, we will continue to invest in our people, in their skills, and help them achieve their full potential. We will build our business and innovate to deliver for our customers and clients. We will make the bank even stronger and more resilient. We will support our communities, tackle complex societal issues, and help build a more inclusive future. We will strengthen our economies and find new opportunities. And we will continue to create value for our customers, clients, and shareholders. The year ahead will undoubtedly have its challenges. But we will transform each one into an opportunity to do better. After all, that's what it means to be the better bank. Together, our more than 95,000 TD bankers will deliver. I want to thank them for their tremendous efforts, and you, our shareholders, for your trust and confidence in TD. I also want to thank our board for their continued guidance and counsel. I look forward to reporting on our progress throughout the year and at our next annual meeting. Thank you very much. Thank you, Derek. Thank you, Bharat. At this point, I would like to move to the formal business of the meeting. I would first like to recognize the fact that the movers of the motions presented by the bank are employees and are also shareholders. For shareholders and proxy holders who are joining remotely and have registered to access our online voting platform, the polls will open soon and will close after the presentation of our items of business. For those of you who are here with us in person, ballots were made available to shareholders and proxy holders at the registration desk. We have prepared a blue ballot for the first five items of business, namely: the election of directors, the appointment of the auditor, the advisory vote on the bank's approach to executive compensation, confirmation of amendments to Bylaw Number One regarding the aggregate remuneration of directors and the minimum number of directors, and the other amendments to Bylaw Number One. For the advisory vote and the bylaw amendments, a description of each matter and the related resolutions are set out in the Management Proxy Circular. A green ballot has been prepared for the nine shareholder proposals to be voted on today. These proposals, along with the proposer's statements and the board's responses, are set out in the Management Proxy Circular in the booklet that was on your chair when you entered the room. That information is also available on the annual and special meeting web page. Scrutineers have a supply of ballots in both English and French. If you have not received a ballot and would like to vote during the meeting, please raise your hand, and I will ask the scrutineers to distribute a set of ballots to any proxy holder or shareholder in attendance who has not received a ballot or completed a proxy. If you have already voted or sent in a proxy, there is no need to complete a ballot. When you sign your ballots, please print your name clearly above your signature. When proxies are submitted to our registrar and transfer agent, they are counted and tabulated by their officers. The scrutineers of the meeting will then verify and report the results. A simple majority of the votes cast during this meeting or by proxy is required to pass each of the matters to be voted on today, except for the special resolution confirming amendments to Bylaw Number 1 regarding the aggregate remuneration of directors and the minimum number of directors. That matter requires an affirmative vote of 66 2/3% of the vote cast in person or by proxy. In the interest of having an open and fair and orderly meeting, the front page of the booklet that was on your chair contains guidelines for shareholder participation. These guidelines are based on the rules of order, as well as common sense and courtesy. These guidelines are also available online on our annual and special meeting web page. If you are a shareholder or proxy holder joining us remotely and wish to ask a question via webcast, you can submit your question at any time, and please indicate whether it relates to a specific motion or whether it is a more general question. For example, if you would like your question read out before shareholders vote on the advisory vote on executive compensation, please indicate that in your submission, and we will read it out then. If it is more general, a question or comment, then we will read it out during the Q&A session. As a reminder, if you wish to ask a question in person or by phone, you will be prompted to do so at the appropriate time. I ask each speaker to please keep your comments brief and to the subject under discussion so that all shareholders have an opportunity to participate. If a speaker has an additional question, if there is sufficient time, they will be recognized again after we have heard from others who are waiting to speak. On behalf of your fellow shareholders, I thank you in advance for your cooperation. Copies of TD's 2023 annual report, which contains the bank's 2023 financial statements and the auditor's report on them, were delivered to shareholders in advance of this meeting. You can also obtain a copy of our annual report at the entrance to the room or on our website at td.com. We will now address any questions or comments that have been submitted by shareholders or proxy holders directly related to the 2023 financial statements. If you are on the phone and have a question or comment directly related to this matter, please press Star One now on your phone keypad. If at any time you wish to cancel your question, please press star 2, and you will be removed from the queue. As you register on the phone, we will proceed with questions from the room. If you have questions or comments that are not directly related to the 2023 financial statements, please hold them until the appropriate time. Are there any questions or comments regarding the financial statements? We will now address questions from the phone. Operator, are there any? Have any questions come in? Chair, we have no questions. You may go to the next slide. Thank you. We are going to move to the webcast now. Have any questions come in through the webcast related to this matter? Chair, no questions have come in related to this item. Thank you. We will now move to the election of directors. At the outset, I would like to acknowledge that two of our current directors, David Kepler and former chair of the board Brian Levitt, are not standing for reelection this year. On behalf of our TD shareholders, the board of directors, and the bank employees, I would like to express our sincere gratitude for their invaluable contributions during their time as directors of TD. It has been a privilege to work alongside Brian and David. Information about each nominee is included in the proxy circular. To facilitate the introduction of the nominees, we have prepared a slide presentation that introduces each of them. Ayman Antoun. Cherie Brant. Amy Brinkley. Brian Ferguson. Colleen Goggins. Alan MacGibbon. John MacIntyre. Karen Maidment. Keith Martell. Bharat Masrani. Claude Mongeau. Jane Rowe. Nancy Tower. Ajay Virmani. Mary Winston. The board of directors has fixed a number of directors to be elected at 15, and I confirm that all the nominees are eligible for election. I will now call on Tony Di Girolamo, Associate Vice President with TD, to nominate the directors for the coming year. Thank you, Chair. I hereby move the nomination of each of the persons whose name appears in the proxy circular under the heading Director Nominees to be a director of the bank until the close of the next annual meeting of the bank's common shareholders. I hereby move the nomination of each of the persons whose name appears in the proxy circular under the heading Director Nominees to be a director of the bank until the close of the next annual meeting of the bank's common shareholders. Thank you, Tony. We will now address any questions or comments that have been submitted by shareholders or proxy holders directly related to the election of directors. If you are on the phone and have a question or comment directly related to this motion, please press Star One now. If at any time you wish to cancel your question, please press Star Two, and you will be removed from the queue. As you register on the phone, we will proceed with questions from the room. Are there any questions or comments regarding the election of directors? Okay, we will now address questions from the phone. Operator, have any questions come in? Chair, no questions have come in related to this item. Thank you, Operator. Have any questions come in through the webcast related to this matter? A comment has come in from a shareholder who notes the following: "I have often felt uncomfortable with my feeling that the board was too entrenched with management. There should be a bit of an adversarial relationship between management and the board. They have to function well, and there needs to be a bit of an edge to the relationship. Why doesn't the board invite an activist of the caliber of Willie Gagnon to join the board? Thank you for your comment. The board continuously focuses on renewal and bringing in the appropriate skills and backgrounds and ensuring we have diverse points of view at all points in time. And from the various backgrounds, businesses, and other involvement, we do have a board that provides a very good, credible challenge. But I do thank you for your comment. Thank you. Voting is open, and we invite shareholders and proxy holders to submit their vote if they have not already done so. In-person attendees are asked now to move to item number one on the blue ballot, which relates to the election of directors. Please mark it now. As I mentioned earlier, if you have already voted or sent in a proxy, there is no need to do anything unless you would like to change your vote. The next item on the agenda is the appointment of the auditor. The board recommends that Ernst & Young LLP be appointed as auditor of the bank until the close of the next annual meeting. Helen Mitchell and Troy Butner, representatives of Ernst & Young, are available to assist with questions if necessary. I would like to now call upon Qumers Wejdan, Associate Vice President with TD, to make this motion. Thank you, Chair. I move that Ernst & Young LLP be appointed auditor of the bank to hold office until the close of the next annual meeting of the bank's common shareholders. I move that Ernst & Young LLP be appointed auditor of the bank to hold office until the close of the next annual meeting of the bank's common shareholders. Thank you, Qumers. We will now address any questions or comments that have been submitted by shareholders or proxy holders that directly relate to this matter. If you are on the phone and have a question or comment directly related to this motion, please press Star One now. As you register on the phone, we will proceed with questions from the room. Are there any questions or comments regarding the appointment of the auditor? We will now address questions from the phone. Operator, have any questions come in? Chair, no questions have come in related to this item. Thank you, Operator. Have any questions come in through the webcast related to this matter? We have received a question from a shareholder who asks, "What is the bank's policy on the rotation of audit firms? Thank you for your question. The Canadian Public Accountability Board and CPA Canada have put together guidelines on the reappointment of auditors, the rotation of the partners on the audit, and we follow those guidelines very closely. They include an annual review of the quality of the work of the auditors. There would be a 5-year comprehensive review that is a very detailed review on our satisfaction on the level of confidence that we have both in quality and the skepticism brought forward by the auditors. And then maybe most important, we depend very much on the effective rotation of the senior partners and other partners on the account on a 5-year basis and ensuring that we get the right caliber of partner coming onto the account to fulfill the needs that we need of the independent auditors. So we feel that process is a very strong process and ensures we get the best independence and skepticism of our audit firm. So I thank you for your question. Thank you. We invite shareholders and proxy holders to submit their vote if they have not already done so. The appointment of the auditor is item number 2 on your blue ballot. Please mark it now. As a reminder, if you have already voted or sent in a proxy, there is no need to do anything unless you would like to change your vote. The next item of business is the advisory vote on the bank's approach to executive compensation. The resolution on the approach to executive compensation is set out in the proxy circular under the heading Advisory Vote on Approach to Executive Compensation. I will ask Anu Iyer, Managing Counsel with TD, to move this motion. Thank you, Chair. I hereby move that the resolution set out in the proxy circular under the heading Advisory Vote on the Approach to Executive Compensation be passed. Thank you, Chair. I hereby move that the resolution set out in the proxy circular under the heading Advisory Vote on Approach to Executive Compensation be passed. Thank you, Anu. We will now address any questions or comments that have been submitted by shareholders or proxy holders that directly relate to this matter. If you're on the phone and have a question or comment directly related to this motion, please press Star One now. As you register on the phone, we will proceed with questions from the room. Are there any questions or comments regarding the bank's approach to executive compensation? Yes, microphone four. Mr. Chairman, my name is Willie Gagnon. I represent MEDAC, the Mouvement d'éducation et de défense des actionnaires. We are used to, unfortunately, oppose the bank's compensation ratio, at least the ratio that we are able to calculate thanks to your disclosure that you published following MEDAC's past proposals. The ratio is about 90% of the median compensation of employees. We feel that this is highly exaggerated. We suggest that the compensation ratio be between 20 and 30. We are very far from that. We still believe that if you were to divide executive compensation by two or by three, you would still be able to find competent people to run the bank. Indeed, there are some banks that do exactly that. Indeed, there are banks that are within that compensation ratio range. So as we do each year, we will be voting against this resolution, and we would invite all shareholders to vote against this resolution. We are well aware of the results that you obtain on this vote, but this is a special moment where we can express our opinions as shareholders. Thank you. Thank you, Mr. Gagnon. Comments today. Any other questions? We'll now address questions from the phone. Operator, have any questions come in? Chairman, no questions have come in related to this item. Thank you, Operator. Have any questions come in through the webcast related to this matter? Chair, no questions have come in related to this item. Thank you. We invite shareholders and proxy holders to submit their vote if they have not already done so. If you have already voted or sent in a proxy, there is no need to do anything else unless you would like to change your vote. For in-person attendees, this is item number three on your blue ballot. Please mark it now. The next item on the agenda is the confirmation of the amendment to the bank's bylaws, Bylaw Number One, regarding the aggregate remuneration of directors and minimum number of directors. The resolution confirming the amendment is set out on page 11 of the Management Proxy Circular. I would like to call on Christine Michaud, Senior Manager with TD, to make this motion. Thank you, Chair. I move that the special resolution set out in the Management Proxy Circular under the heading Aggregate Remuneration and Minimum Number of Directors be passed. I move that the special resolution set out in the Management Proxy Circular under the heading Aggregate Remuneration and Minimum Number of Directors be passed. Thank you, Christine. We will now address any questions or comments that have been submitted by shareholders or proxy holders that directly relate to this matter. If you're on the phone and have a question or comment directly related to this motion, please press Star One now. As you register on the phone, we will proceed with questions from the room. Are there any questions or comments regarding the amendment of bylaw number 1 relating to the aggregate remuneration of directors and the minimum number of directors? Microphone number 4. Mr. Chairman, my name is Willie Gagnon, and I represent MÉDAC, and I'm here for the same reason as the previous time I spoke. Page 12 of the French version of the circular, we read, "The board has adopted a change to clause five of Bylaw Number One related to the aggregate remuneration, which is raised from CAD 5 million to CAD 7 million." Should I understand that you are increasing the amount of money that you can pay directors? If so, we oppose this, and we would invite all shareholders to oppose that as well. Thank you, Mr. Gagnon. Intention. We'll regularly do that against what the market numbers are like. But the last time we changed this bylaw was 2014, and we would like to be able to do this and not come back over the medium term again. But the objective isn't to do as you would say right now. But I do thank you for your comments. We will now address questions from the phone, Operator. Have any questions come in? Chair, no questions have come in related to this item. Thank you, Operator. Have any questions come in through the webcast related to this matter? Chair, no questions have come in related to this item. Thank you. We invite shareholders and proxy holders to submit their vote if they have not already done so. If you have already voted or sent in a proxy, there is no need to do anything unless you would like to change your vote. For in-person attendees, this is item number 4 on your blue ballot. Please mark it now. The next item on the agenda is the confirmation of the other amendments to the bank's bylaw number 1. The resolution confirming the amendments is set out on page 12 of the Management Proxy Circular. I would like to call on Karen Levin, Senior Counsel with TD, to make this motion. Thank you, Chair. I move that the resolution set out in the proxy circular under the heading Other Bylaw Amendments be passed. I move that the resolution set out in the Management Proxy Circula r under the heading Other Bylaw Amendments be passed. Thank you, Karen. We will now address any questions or comments that have been submitted by shareholders or proxy holders that directly relate to this matter. If you're on the phone and have a question or comment directly related to this motion, please press Star One now. As you register on the phone, we will proceed with questions from the room. Are there any questions or comments regarding the other amendments to the bank's Bylaw Number One? We will now address any questions from the phone. Operator, have any questions come in? Chair, no questions have come in related to this item. Thank you, Operator. Have any questions come in through the webcast related to this matter? We note that a question regarding say-on-pay came in after the item was raised. The question is as follows: Does the board have a say-on-pay policy on executive compensation, or is this delegated to a separate HR committee of the board? We provided all of the information around executive compensation through the report of the HR Committee, which is brought forward to the Board on a regular basis. I thank you for your question. Thank you. We invite shareholders and proxy holders to submit their vote if they have not already done so. If you have already voted or sent in a proxy, there is no need to do anything unless you would like to change your vote. For in-person attendees, this is item number five on your blue ballot. Please mark it now. I would like to remind you that when you finish marking and signing the blue ballot, please print your name above your signature. I would now ask the attendants to collect the blue ballots so that the scrutineers can begin tabulating the votes on the first five items. We will now move to the shareholder proposals. We will now move to shareholder proposals. There are nine shareholder proposals for consideration at this meeting. Proposal number one was submitted by Vancity Investment Management of Vancouver, BC. Proposal number two was submitted jointly by Vancity Investment Management of Vancouver, BC, Investors for Paris Compliance representing the Salal Foundation of Victoria, BC, Green Century Capital Management of Boston, Massachusetts, AP Pension of Denmark, and Nomura Asset Management UK Limited of the United Kingdom. Proposals three to five were submitted by the Mouvement d'éducation et de défense des actionnaires, also known as MÉDAC, of Montreal, Québec. Proposal six was submitted by Gina Pappano of InvestNow, Inc., of Toronto, Ontario. Proposals seven and eight were submitted by shareholder Jacques Paquette of Québec City, Québec. Proposal nine was submitted by shareholder Josée Descroiselles of Québec City, Québec. I would also like to mention that MÉDAC submitted four additional proposals that were withdrawn following discussions with the bank. We will invite a representative of MÉDAC to present statements regarding their withdrawn proposals after we address all of the shareholder proposals that will be voted upon. The withdrawn proposals and supporting statements, as well as the bank's response to them, were included in the proxy circular at the request of the proposer, and we thank MÉDAC for their engagement on these topics. We'll now turn our attention to the proposals. The proxy circular includes statements by the proposer in support of their proposal, as well as the reasons why the board is recommending to shareholders that they vote against the proposals. As a result, in the interest of time, we will not be revisiting the reasons for the board's position during the discussion of the proposals. Shareholders and proxy holders will be given an opportunity to comment on each of these proposals. As I indicated earlier, I ask that each speaker be mindful of the guidelines for shareholder participation. I would also appreciate if each speaker would give his or her name and state whether they are a shareholder or a proxy holder. The first item is shareholder proposal one and is set out in the proxy circular under the heading Shareholder Proposals. I would now invite Kelly Hirsch to move the motion in connection with shareholder proposal one and to present a statement on behalf of Vancity Investment Management. Great. Thank you. I move forward with this proposal. Good morning. Thank you for the opportunity to speak on the merits of our shareholder proposal today. On behalf of Vancity Investment Management, I'd like to thank TD for the constructive dialogue surrounding this proposal over the past three years. Over the past few decades, growth in executive pay has greatly outpaced growth in the average worker's pay. In 2022, the average CEO in Canada was paid 246 times what the average Canadian worker was, compared to just 155 times as recently as 2009. This growing gap negatively impacts employee morale and can directly harm company performance through increased employee turnover and burnout. As a financial institution, TD is heavily reliant on human capital to be successful. Senior executives need engaged employees to execute on the strategic vision for the company. While everyone expects the CEO to earn more than the average worker, they also expect the average worker to benefit financially from a company's success. When average worker wages stagnate, while executive pay continues its overall upward trajectory, this can be very demotivating for employees. This is especially true with inflation having pushed up living costs and increased financial stress on many. We believe the disclosure of the CEO to median employee pay ratio will provide useful information for investors to start monitoring this human capital risk. While it is great to see that TD's Human Resources Committee monitors compensation outcomes between executives and non-executive employees for alignment in approach to total rewards, it is difficult for investors to actually track these outcomes without any metrics to confirm this. Again, it is good to see the HRC reviewing year-end base salary increase budgets and confirming that these increases are comparable between employees and executives. But the issue at hand is the actual compensation paid out. On its own, base salary is a poor metric to monitor between executives and employees when it comprises significantly different proportions of their total compensation. We do understand TD's concerns with data comparability between different geographies. This is why we would generally recommend starting to disclose a country-specific pay ratio in the CEO's home market, like the CEO pay ratio disclosure that TD's peer, Scotiabank, provides annually in their proxy circular. This is more informative to investors than an aggregate number across jurisdictions. We agree that the number should not be disclosed without further context on the employee base and business mix included in the calculation. This is how the information becomes useful for investors. It is important to recognize this isn't about the absolute number. It is about being able to monitor these trends in a company over time. Given TD's position as a strong corporate and ESG leader in Canada, we believe TD's disclosure will benefit the organization in the long term and help set an example for other Canadian corporations to follow. Therefore, we urge shareholders to vote for proposal number one. Thank you very much. Thank you for your very thoughtful comments. We'll now address any questions or comments that have been submitted by shareholders or proxy holders that directly relate to this proposal. If you're on the phone and have a question or comment directly related to this motion, please press Star One now. As you register on the phone, we will proceed with questions from the room. I see a question at microphone number four. Mr. Chairman, my name is Willie Gagnon, and I represent the MÉDAC. Since the text of this proposal explicitly mentions MÉDAC has made a similar proposal for a number of years, and we obviously support Vancity's initiative, and we would invite all shareholders to vote in favor of this proposal that we unreservedly support. Thank you. Thank you, Mr. Gagnon. Any other questions from the room? Okay. We'll now address questions from the phone. Operator, have any questions come in? Chair, no questions have come in related to this item. Thank you, Operator. Have any questions come in through the webcast related to this matter? Chair, no questions have come in related to this item. Thank you. Your board of directors has recommended voting against proposal one. Voting on our webcast is open, and we invite shareholders and proxy holders to submit their vote if they have not already done so. If you've already voted or sent in a proxy, there is no need to do anything unless you would like to change your vote. For in-person attendees, please mark shareholder proposal one on the green ballot now. Thank you. The next item is shareholder proposal two, which was submitted jointly by Vancity Investment Management, Investors for Paris Compliance representing the Salal Foundation, Green Century Capital Management, AP Pension, and Nomura Asset Management UK Limited. I will ask Kyra Bell-Pasht of Investors for Paris Compliance to move the motion and present a statement on behalf of the co-filers. Good morning. Morning. I move for this resolution. My name is Kyra Bell-Pasht from Investors for Paris Compliance, and I'm here also on behalf of our co-filers, as you noted, Vancity Investment Management, Nomura Asset Management UK, Green Century Capital Management, and AP Pension. Our resolution requests that TD disclose transition activities that describe how it will align its financing with its 2030 emission reduction targets, including specific measures and policies to be implemented, reductions to be achieved, and timelines for implementation. Along with Vancity, we filed the same resolve clause last year, and it saw nearly 30% of shareholders breaking with management. We refiled this year with additional co-filers because we have not seen any material progress from the bank in disclosing measures it will take to meet its 2030 emissions reduction targets. Why are we asking the bank to tell shareholders how it is going to change the way it does business? Because we trust the bank when it tells us that the company faces material financial risk as a result of the energy transition and climate change more broadly, that certain asset values will shift, and so too, the bank's business management approach will need to shift to get ahead of this curve, to minimize its risk exposure and maximize its opportunities. As the major financier to one of the most carbon-intensive economies in the world, this was a paradigm shift. The bank's commitment to address these risks was made official when it committed to the Net-Zero Banking Alliance and then set near-term emission reduction targets for its most carbon-intensive portfolios. And yet, after examining the bank's disclosures and meeting with TD staff, it remains unclear to us whether TD will stop doing business with clients that are expanding their fossil fuel production, how TD will engage with its existing carbon-intensive clients to drive real, sustainable changes in the way they do business, whether TD will invest in the climate solutions necessary to ensure a 1.5-degree future, or how TD will lobby governments to help enable a just economy-wide energy transition. Instead, shareholders are learning about how TD now has the worst ratio of low carbon to fossil fuel energy financing and had the biggest jump in fossil fuel financing of the world's largest banks. Some 28 million customers now choose TD as their banking partner, partly because these customers trust its green logo. They believe the bank is healthy and prepared for predictable shifts in the economy. However, without further information on what steps the bank is taking to mitigate its climate risk exposure and instead seeing evidence that these risks are increasing, clients may lose trust in the Green Bank, especially as they see other Canadian banks taking small but meaningful steps in disclosing their net zero strategies. This resolution is a signal to the board that shareholders are concerned and would like reassurance. We look forward to seeing substantive disclosure on TD's transition strategy in the coming year. Thank you. Thank you. Thank you for your thoughtful and constructive comments today. We will now address any questions or comments that have been submitted by shareholders or proxy holders that directly relate to this proposal. If you're on the phone and have a question or comment directly related to this motion, please press Star One now. As you register on the phone, we will proceed with questions from the room. Are there any questions or comments regarding proposal number two? We will now address any questions from the phone. Operator, have any questions come in? Chair, no questions have come in related to this item. Thank you, Operator. Have any questions come in through the webcast related to this matter? Chair, no questions have come in related to this item. Thank you. Your board of directors has recommended voting against proposal two. We invite shareholders and proxy holders to submit their vote if they have not already done so. If you've already voted or sent in a proxy, there is no need to do anything unless you would like to change your vote. For in-person attendees, please mark shareholder proposal two on the green ballot now. Thank you. The next item is shareholder proposal three. I will now invite Mr. Willie Gagnon of MÉDAC to move the motion and to present a statement on behalf of MÉDAC regarding proposal three. Mr. Chairman, my name is Willie Gagnon, and I represent MÉDAC, the Mouvement d'éducation et de défense des actionnaires. There are many shareholder proposals today, so I shall be very brief. First, I would like to make two small comments. Given that it was not possible to pronounce on that, we were not invited to do so. When you presented the agenda today at the beginning of the meeting, it would have been appropriate to ask whether there were comments or questions on the agenda because we can see that the agenda that is published on the green sheet was distributed today at the meeting is not the same as the one that is in the proxy circular. It should be the same agenda. We would like it to be the same, especially in respect of questions such as the fact that the question period in the circular appears to take place within the meeting, whereas the question period in the agenda on the sheet appears to be outside the meeting. We have always asked that the question period be a part of the meeting and that questions and answers be in the minutes of the meeting. That was my first comment. My second comment is an homage to Mr. Levitt, who was one of the only bank board chairs to meet MÉDAC in person. Mr. Levitt came to our offices. It's very rare that this happens. We were very happy about that, and we had an excellent rapport with Mr. Levitt. I would have liked to go and shake his hand, but there is a security personnel that prevents me from doing that. It's the only bank meeting that has such security. There are metal detectors at the RBC meeting for reasons that we don't understand, but there is no heavy security at other meetings. This is unfortunate because this is the meeting of all shareholders, and executives and directors are also shareholders, and it would be a good thing that we could go and speak to them. I'm sorry to make these comments now, but I had no opportunity to do so before. So we have three proposals. As I said, I shall be brief. So proposal three, incentive compensation for all employees against ESG objectives. We would have agreed to withdraw this proposal if, in your reply, you had mentioned the number of employees concerned by your incentive compensation policies related to ESG objectives in the past, at the present, and in the future, and the proportion of that compensation that is affected. We had discussions with your representatives, but it wasn't possible to see it in writing in the circular. The bank also states that this proposal is unduly prescriptive and seeks to dictate compensation structures for all employees without regard to their roles. This is inaccurate. We made it clear that this was not addressed to customer service representatives. I'm not sure why this is in the reply. In short, we would invite all shareholders to support this proposal. Shall I move to proposal four? Should I go and sit down? Well, other people may want to comment on each proposal, Mr. Gagnon, so I think you could stay there or sit down. It's up to you. I would thank you for your preliminary comments, and they are all duly noted. I'll speak on behalf of Mr. Levitt, even though there is a barrier there. I'm sure he will also want to shake your hand and speak to you after the meeting as well. All of your preliminary comments, I really do appreciate those. We'll now, though, address any questions or comments that have been submitted by shareholders or proxy holders that directly relate to this proposal. If you're on the phone and have questions or comments directly related to this motion, please press Star One now. As you register on the phone, we will proceed with the questions from the room. Are there any questions or comments regarding Proposal 3? I will now address any questions from the phone. Operator, have any questions come in? Chair, no questions have come in. Thank you, Operator. Have any questions come in through the webcast related to this matter? Chair, no questions have come in related to this item. Thank you. Your board of directors has recommended voting against proposal three. We invite shareholders and proxy holders to submit their vote if they have not already done so. If you have already voted or sent in a proxy, there is no need to do anything unless you would like to change your vote. For in-person attendees, please mark shareholder proposal three on the green ballot now. Thank you. The next item is shareholder proposal four. I will now invite Monsieur Willie Gagnon of MÉDAC to move the motion and to present a statement on behalf of MÉDAC regarding proposal number four. Monsieur MÉDAC, I'll make sure that we don't want to rush you, so we'll do each proposal and give you adequate time. Thank you. Mr. Chairman, I will thank you, and I will attempt to be brief. So proposal four, public disclosure of non-confidential information, country-by-country reporting, compensation ratios, and tax havens. We were asking the bank to disclose its country-by-country reporting. Like all major financial institutions, the bank must report to the government a country-by-country report about its operations outside the country. In your response, you state, "As stated, 95% of taxes paid during the fiscal year were in Canada and the United States." It is also stated, "The bank already plans to comply with the EU Public Country-by-Country Reporting Directive after applicable legislation comes into effect in the EU member states where the bank operates." Are we to understand that once this public country-by-country report is made mandatory, for example, in France, it will also be made public in Canada? That report contains information that could be helpful in a number of respects. We refer to that in our proposal, especially the ability to break out the compensation ratio country-by-country. You state in your reply, "The CEO-to-employee pay ratios are not currently part of country-by-country requirements." We know that, and we discussed that with your representatives. We are curious to know why that sentence is in your response, where it has no place. What we are interested in, in respect of country-by-country reporting concerning the compensation ratio, is the number of employees in each country. So I don't see what the pay ratios have to do directly with this. So we invite all shareholders to support this proposal. I would remind all shareholders that publication of such reports is compulsory in some countries, especially in Europe. I don't see why the bank is concerned in this respect, and I don't understand why you oppose this proposal. Thank you. The areas specifically that you look for more information on. We will now address any questions or comments that have been submitted by shareholders or proxy holders that directly relate to this proposal. If you're on the phone and have a question or comment directly related to this motion, please press star one now. As you register on the phone, we will proceed with questions from the room. Are there any questions or comments regarding proposal four? We will now address questions from the phone. Operator, have any questions come in? Chair, no questions have come in related to this item. Thank you, Operator. Have any questions come in through the webcast related to this matter? Chair, no questions have come in related to this item. Thank you. Your board of directors has recommended voting against proposal four. We invite shareholders and proxy holders to submit their votes if they have not already done so. If you have already voted or sent in a proxy, there is no need to do anything unless you would like to change your vote. For in-person attendees, please mark shareholder proposal four on the green ballot now. Thank you. The next item is shareholder proposal five. I will now invite Monsieur Willie Gagnon of MÉDAC to move the motion and present a statement on behalf of MÉDAC regarding proposal five. Thank you once again, Mr. Chairman. Proposal five, advisory vote on environmental policies or say on climate. It is proposed that the bank hold an annual advisory vote on its environmental and climate objectives and action plan. Many corporations already do so. For a number of years, we have been making this proposal. Our arguments are still the same. If an advisory vote on compensation is desirable and appropriate, we don't see why an advisory vote on environmental policies should not be equally appropriate. And you say in your response, "Potential drawbacks associated with advisory votes on climate transition plans have been recognized by the United Nations-supported Principles for Responsible Investment in 2022." And you say that it has been concluded that the benefits of climate transition plan votes are outweighed by the inconvenience. We disagree with this. In conclusion, you state that it is probably because of these complexities that the legal framework for the governance of the bank vests in the board of directors the exclusive power and full accountability for the approval of the bank's corporate strategy. The practice of an advisory vote on the bank's climate plan would in no way run counter to that principle. The board would remain sovereign in these matters. This is an advisory vote. Therefore, it would not be binding on the board, so we would reject that argument. And finally, you state, "The framework also recognizes the necessary dynamism of strategy setting and execution." The holding of an advisory vote on the climate plan would in no way reduce your dynamism in executing your plan. We don't understand your arguments and response. There are arguments that are valid. We agree with that. But for those that are not valid, it is unfortunate that these should be part of your response. So we would invite all shareholders to support this proposal. Indeed, a number of shareholders do so each year. I don't know if you take this into account. Thank you. Merci, and thank you particularly for all of the comments and constructive points that you've made throughout your comments. We will now address any questions or comments that have been submitted by shareholders or proxy holders that directly relate to this proposal. If you're on the phone and have a question or comment directly related to this motion, please press Star One now. As you register on the phone, we will proceed with questions from the room. Are there any questions or comments regarding proposal five? Operator, we will now address questions from the phone. Have any questions come in? Chair, no questions have come in. We have just two minutes. Thank you, Operator. Have any questions coming through the webcast related to this matter? Chair, no questions have come in related to this item. Thank you. Your board of directors has recommended voting against proposal five. We invite shareholders and proxy holders to submit their vote if they have not already done so. If you have already voted and sent in a proxy, there is no need to do anything else unless you would like to change your vote. For in-person attendees, please mark shareholder proposal five on the green ballot now. The next item is shareholder proposal six. I will ask Gina Pappano of InvestNow to move the motion and present a statement regarding proposal six. Good morning. Thank you for the opportunity to present InvestNow's shareholder proposal. My name is Gina Pappano. I am a shareholder of TD, and I'm asking fellow shareholders to vote for proposal number six. Last year, we asked the bank for an explicit commitment to continue to invest in and finance the Canadian oil and gas sector. And for a clear signal that the bank would step away from policies like net zero, which is akin to divestment, that hurt the sector. Fast forward to today, net zero by 2050 is currently the number one ideological, political, and financial goal in Canada. Governments and regulatory agencies are creating and implementing policies to phase out oil and gas, and our financial institutions are following suit. This economically ruinous crusade is based on dogma and ideology, not on what's best for shareholders or Canadians at large. This is why we are asking TD and all the big five banks to commission reports qualifying and quantifying the impacts of divestment from the Canadian oil and gas sector on shareholder value and other relevant economic variables. This very bank issued a report in 2021 and stated, "With the federal government's recent commitment to net zero by 2050, Canada's oil and gas industry will face a seismic shift, and hundreds of thousands of oil and gas workers could be displaced." If TD continues on the path toward currently established net zero objectives, shareholders have a right to know the true costs and impacts. We are already beginning to feel some impacts of this dogged pursuit of net zero by 2050: carbon taxes, soaring energy prices, emissions caps, really, production caps, for Canada's oil and gas sector, deindustrialization, and economic hardship for all. So far, the crusade hasn't done much for carbon emissions either. Demand for oil and gas around the globe has only gone up. Increasingly, it is being satisfied by nations far less environmentally responsible than Canada. Our loss in jobs and economic vibrancy has not been the environment's gain. To see the effects of net zero, we need only look to Europe. As countries there have pursued similar policies, many energy-intensive manufacturers of basic materials like chemicals, ceramics, glass, steel, and fertilizers have either gone elsewhere, drastically cut back production, or gone out of business entirely. We believe the banks are charging blindly towards net zero. Pledging net zero by 2050 without a clear and complete understanding of the costs is irresponsible. For individual banks and corporations, it puts at risk the returns of their shareholders. For Canada and Canadians, it risks our prosperity and way of life. Please vote for proposal number 6. I move this proposal. Thank you. Thank you for your comments. We will now address any questions or comments that have been submitted by shareholders or proxy holders that directly relate to this proposal. If you're on the phone and have a question or comment directly related to this motion, please press Star One now. As you register on the phone, we will proceed with questions from the room. Are there any questions or comments regarding proposal six? We will now address questions from the phone. Operator, have any questions come in? Chair, no questions have come in related to this item. Thank you, Operator. Have any additional questions come in through the webcast related to this matter? Chair, no questions have come in related to this item. Thank you. Your board of directors has recommended voting against proposal six. We invite shareholders and proxy holders to submit their vote if they have not already done so. If you have already voted or sent in a proxy, there is no need to do anything unless you would like to change your vote. For in-person attendees, please mark shareholder proposal six on the green ballot. Thank you. The next item is shareholder proposal seven. I will now invite Jacques Paquette to move a motion regarding this proposal and present a statement. Hello. My name is Jacques Paquette. I'm a customer of the TD Bank and have been so for over 35 years, and I'm a shareholder. The best performance that the bank has yielded for me was the opportunity to meet my wife, Josée Descroiselles, who worked at TD for 35 years and allowed us to raise our family in comfort. She will present proposal number nine. Our proposal is that all out-of-court settlements agreed to by TD be contained in an appendix to its annual report. Over the past few years, there has been an increase in suits and class actions against TD by customers, shareholders, employees, and financial regulators. TD has to pay colossal sums that increase each year. I make this proposal in order to protect TD Bank, its employees, its shareholders, and the public in order that TD Bank can adopt practices that prevent or reduce poor decision-making by senior management. This is why I make this proposal. Given the short time that I have, I will only refer to two cases. Over the past several years, I have worked with a person who had a dispute with TD. I helped that person prepare her file for the court with her lawyer, and I attended the whole procedure at the federal court. In my research, I discovered a number of cases where TD Bank had not acted properly. In this case, it concealed from IIROC that its employees had defrauded TD customers. As the judge stated, TD had camouflaged the employees' firing as a resignation. It was agreed that customers should not be warned even though TD felt that its employee had severely violated compliance. TD was aware of its employees' serious misconduct and was condemned to pay CAD 6.1 million to a client in 2019. Going back to the case I was referring, I could talk about that for hours, but these are the key points. I could talk for a long time about poor decision-making within TD. An out-of-court settlement was reached after six days, and the trial was far from over. Submissions focused on ethics, reputation, integrity, truthfulness, and the image of the bank. This is what I conclude from this case. Employees, high-ranking employees of the bank, had to admit that they had lied in court, and the court asked them to repeat this because they couldn't believe it. The bank had to admit that it had violated federal legislation. This case was so ridiculous that it ought never to have come to court nor to cost a single cent to TD. But this case probably cost almost CAD 1 million or even more because of the incompetence of certain TD employees. About three months after the out-of-court settlement was reached, I decided to complain against these three employees who deserved to be fired given the serious misconduct they had been guilty of according to the Code of Ethics, to which you often refer. TD did everything so that I withdraw my complaints and went so far as to say that I had offered to withdraw them, which was not true. I made sure that the then-chair, Brian Levitt, and the CEO, Mr. Bharat Masrani, would personally receive my communications with my complaints. I just wanted the Code of Ethics to be applied to cases of serious misconduct. Instead of dealing appropriately with my complaints, the bank called on the lawyer of the person I was working with in court to advise that if I were to make a proposal at the annual meeting, the bank might not pay the out-of-court settlement. So a threat was made even though I had nothing to do with this case. My spouse asked Mr. Masrani in the 2022 annual meeting to see whether that was the bank's new method to silence me in order to protect employees who commit serious violations of the Code of Ethics. Do you know a lot of employees who have to send their employer a lawyer's letter to get the Code of Ethics to be applied? That's what she had to do. The chair had an opportunity to act as a leader by making sure personally that she'd be listened to. Rather, the opposite happened. She was shunted aside. The people who negotiated those two out-of-court settlements and senior managers who approved them clearly did not comply with the Code of Ethics that must be signed each year by all employees. I think that by publishing a list of out-of-court settlements, it would be much easier to identify poor settlements. Shareholders would have the ability to know whether TD makes good decisions when signing such settlements and that it does not conceal senior employees' misconduct. The bank's results could only be positively affected by this proposal. TD Bank has a culture of never admitting being wrong nor acknowledging responsibility. Talk to your employees. That's how they feel. This has consequences for the bank's reputation, image, and integrity. The bank must be transparent as RBC was last year by firing the chief financial officer. This is why this proposal must be accepted. Thank you for listening to me. Merci. Thank you for the extensive commentary that you've provided us for consideration. We will now address any questions or comments that have been submitted by shareholders or proxy holders that directly relate to this proposal. If you're on the phone and have a question or comment directly related to this motion, please press Star One now. As you register on the phone, we will proceed with questions from the room. Are there any questions or comments regarding proposal seven? Microphone four. Mr. Chairman, Willie Gagnon from MÉDAC. I know one customer of TD Bank who recently received a letter in which it was written, "We have been informed that a class action is proposed for all persons other than excluded persons, regardless of their residence," and so on, referring to a settlement between Canadian shareholders and the Toronto-Dominion Bank in respect of RicePoint Administration. Would this out-of-court settlement be part of those that would be published if proposal seven were adopted? Merci, Mr. Gagnon. I don't have the specifics on that matter, but we will follow up to understand that one more thoroughly. Thank you. We will now address questions from the phone, Operator. Have any questions come in? Chair, no questions have come in. May May I adjust it to five? Thank you, Operator. Have any additional questions come in through the webcast related to this matter? Chair, no questions have come in related to this item. Thank you. Your board of directors has recommended voting against proposal seven. We invite shareholders and proxy holders to submit their vote if they have not already done so. If you have already voted or sent in a proxy, there is no need to do anything unless you would like to change your vote. For in-person attendees, please mark shareholder proposal seven on the green ballot now. Thank you. The next item is shareholder proposal eight. I will now invite Jacques Paquette to move a motion regarding this proposal and to present a statement. I'm still Jacques Paquette from Quebec City. We've come a long way to come here, and we're happy to be here. My proposal follows on proposal seven that proposed to include out-of-court settlements in an annual report in order to make sure that out-of-court settlements comply with the bank's Code of Ethics and protect investors, employees, and customers. It is proposed that out-of-court settlements be approved by a committee of five persons in order to make sure that decisions are made in the bank's interests. How about asking stakeholders to approve such agreements? It is proposed that a committee of five persons be established to approve any out-of-court settlement. This committee could actually have more members, but according to this proposal, the committee should include one non-executive active employee, one retired employee, two shareholder representatives, and one customer or public representative. I think that such a committee could also include other persons in order to make approval easier. It's clear that even if the bank has a Code of Ethics, it is not systematically complied with as shown by its past actions. When the bank disguises firing in resignation, it is clearly not in compliance with its own Code of Ethics. I recommend that all shareholders vote for this proposal. Merci, Mr. Paquette. Thank you for making the effort to attend in person as well. We will now address any questions or comments that have been submitted by shareholders or proxy holders that directly relate to this proposal. If you're on the phone and have a question or comment regarding this motion, please press star one now. As you register on the phone, we will proceed with questions from the room. Are there any questions or comments regarding proposal eight? We'll now address questions from the phone. Operator, have any questions come in? Chair, no questions have come in. Please wait a second time. Thank you, Operator. Have any additional questions come in through the webcast related to this matter? Chair, no questions have come in related to this item. Thank you. Your board of directors has recommended voting against proposal eight. We will invite shareholders and proxy holders to submit their vote if they have not already done so. If you have already voted or sent in a proxy, there is no need to do anything unless you would like to change your vote. For in-person attendees, please mark shareholder proposal eight on the green ballot now. Thank you. The next item is shareholder proposal nine. I will now invite Josée Descroiselles to move a motion regarding this proposal and to present a statement. Hello. My name is Josée Descroiselles, and I'm presenting shareholder proposal nine. I'm a TD Bank retiree since 2023. I'm a shareholder like most retirees and most of the 80,000 active employees. I've worked at TD Bank 35 years in the same Québec City branch. I was a customer director of customer experience. I have an exemplary record. I was entirely dedicated to the bank, and I never caused the bank to lose any money. The purpose of my proposal is to ensure that the bank's compensation policies no longer discriminate against employees who have no spouse or who have only one dependent. This is a major part of the total rewards program. The bank distinguishes between three categories of employees. For example, TD allows for benefit credit of CAD 1,665 for single employees, CAD 2,420 for those with one dependent, and CAD 3,125 for those who have two dependents or more. We should note here that employees who receive CAD 2,420 and CAD 3,125 are not required to purchase additional insurance for their dependents and can therefore use those credits for themselves personally. In those particular cases, employees receive a monetary advantage. The additional amounts that are paid to those who have dependents are far higher than the costs incurred to cover these individuals in the plan. The credits are added to the annual T4 slip in box 14, which includes all employment income. Paragraph 7D of Section 11 of the Canadian Human Rights Act states that salary means any form of compensation paid to an individual for work, especially contributions to long-term disability or health insurance of any kind. This clearly shows that benefits credits are part of the salary of two employees in the same position who are not paid equally. At Section 3.1 of the same act, the Canadian Human Rights Act, it is stated that it is understood that discriminatory acts include acts based on one or more grounds of illegitimate distinctions. Paragraph 1 of Section 3 states that for the implementation of this act, grounds of unlawful distinction are based on race, national origin, ethnic origin, color, religion, age, gender, sexual orientation, gender identity or expression, family situation, genetic characteristics, or disability. So there are thousands of bank employees who are victims of salary discrimination based on the grounds of family status. TD Bank is bound to pay the same benefits for single employees or those who have one or two dependents, namely CAD 3,125 annually. The act also states at paragraph 6 of Section 11 that employers shall not decrease any employee's salary in order to end any discriminatory situation. In its response, the bank is completely wrong when it states that my proposal suggests that monetary benefits for those who have two dependents or more be cut back. To the contrary, I ask that all employees receive the same credits, CAD 3,125. Those who have two dependents or more, the act provides that the bank cannot reduce anyone's salary to end a discriminatory situation. In addition to complying with the law, this would be much more acceptable morally for TD Bank to help families and be equitable towards all of its employees. I make this proposal and ask all shareholders to support it in order to end the salary inequality and discrimination based on family status that affect many TD employees. Thank you for your attention to this proposal. Thank you for your comments and also for your many years of service to the bank and all of our customers. We'll now address any questions or comments that have been submitted by shareholders or proxy holders that directly relate to this proposal. If you're on the phone and have a question or a comment directly related to this motion, please press Star One now. As you register on the phone, we will proceed with questions from the room. Are there any questions or comments regarding proposal nine? Microphone four. It's a big contrast when we're talking about the CEO's compensation and directors in matters of CAD millions. Here, an employee is asking for CAD a few hundred dollars to end a discriminatory situation in which some employees are paid less because of their family status, because they have children or don't have children. And contrary, as my wife has said, contrary to what the bank was wrongly stating in its response, my spouse does not want to reduce the amount given to those who have more children. She wants those who have fewer children to get the same amount. Indeed, when the bank states it's natural that it costs more for someone who has more children, we are aware of that. Everyone is aware of that. But the bank stops at two children. In order to be consistent, somebody who has five children ought to get more benefits. That was my comment. Thank you for your comment. We will now address questions from the telephone, Operator. Chair, no questions have come in related to this item. Thank you, Operator. Have any additional questions come in through the webcast related to this matter? Chair, no questions have come in related to this item. Thank you. Your board of directors has recommended voting against proposal 9. We invite shareholders and proxy holders to submit their vote if they have not already done so. If you have already voted or sent in a proxy, there is no need to do anything unless you would like to change your vote. For in-person attendees, please mark shareholder proposal 9 on the green ballot now. Thank you. Microphone 4. Do you have another comment? Yes. I just wanted to go back to my spouse's proposal. When we were talking about employees, the CEO has rose, and I assume this is of no interest to him. I feel this is disrespectful. Here on the side, he's still listening very clearly. This was certainly not an important matter for him that my spouse should have these submissions to make. I appreciate your comment. That completes the proposals. I will wait a moment for you to finish your voting. For our in-person attendees, please remember to print your name above your signature. I will now ask the attendants to collect the green ballots. Thank you. I will now ask Monsieur Gagnon to present his statement on behalf of MÉDAC regarding the four shareholder proposals that it withdrew. Mr. Chairman, Willie Gagnon, on behalf of MÉDAC, I shall be very brief, and I will focus on setting out the reasons why we agreed with the bank not to request these four proposals people to vote. Disclosure of languages spoken by executives. Last year, we asked you to disclose language fluency of directors. You did so. We would have liked that it be an individual disclosure. You did not do so, but we took what we could. And you have now disclosed languages spoken by executives. We would have liked an individual disclosure, but once again, we appreciate the progress. Value sharing. This aimed that the bank's contribution to charities be proportional to the bank's profits. In other words, if the bank's profits were to treble, we would like a mechanism to ensure that the bank's contributions to charities also treble. The bank showed to us that it is a member of the Imagine Canada program, which requires that it pay at least 1% of its profits to charities, which is exactly what we were asking for. You understand that we make this proposal to many corporations, and we would like to see that practice become harmonized, especially between banks. Proposal C, reasonable assurance for ESG reporting. These are assurance standards for environmental, social, and governance reports. In your response, you state that regulation is evolving to include reasonable assurance standards. Over the next 5-8 years, the bank intends to follow those standards, which is what we're asking for, and we will follow up. Finally, a proposal that we have made to all banks requesting that in-person meetings be maintained. We are happy to participate to this in-person meeting. You know that banks are the only public companies that still hold in-person meetings. We won this vote with Metro and Air Canada. 85% of shareholders voted in favor. The company made no recommendation, and we had 82%, not 85%, 82%. We won the vote at CIBC. And then this week at Bank of Montreal, we are not putting this proposal to a vote today because you state that you have no intention to hold virtual-only meetings. So our hope is that your example be a beacon to other banks that have declined, especially RBC. We obtained 47%. It's not enough. We hope that next year, regardless of legislation, because as you know, the federal government is proposing to waive the requirement for in-person meetings, we would hope that all banks would commit to maintain in-person meetings and that other public companies will follow their example given the number of votes that we obtain when we put these motions to a vote. This is very important. There are a lot of things you can do in an in-person meeting. You can talk to your neighbor. You can shake the hand of executives and directors. You can see the face of the person who speaks. You can see who's waiting to speak at the microphone. Those are all important things despite the fact that it's not on the agenda. I think that you have understood that. We are very happy with the bank's commitment to maintaining in-person meetings, to which we will continue to attend in perpetuity. Thank you. Thank you for all your comments. I would agree with you that being in person with all of you is a real asset and valuable for us to hear your feedback. I appreciate your comments. The bank has provided a response to these withdrawn proposals in the Management Proxy Circular. In the interest of time, we won't repeat the bank's views. But I would take a moment to thank MÉDAC and Monsieur Gagnon for the engagement on all of these matters. We find the conversations extremely constructive. Thank you very much. I understand that the scrutineers have a preliminary tabulation of votes cast in respect of each of the items of business before the meeting. I will now ask Jordan Scaffidi, representing the bank's register and transfer agent, to provide us with the scrutineer's report. Thank you. For the information of the shareholders, we wish to report that 49.3% of the eligible shares have been voted at this meeting. Results with respect to the election of directors are a substantial majority of the votes cast at the meeting were voted in favor of the 50 nominees named in the Management Proxy Circula r, with each nominee receiving an excess of 96.2% in favor. Result with respect to the appointment of auditor is 97.2% voted in favor of Ernst & Young LLP and 2.8% withheld from voting. The result with respect to the advisory vote on the approached executive compensation is 90.2% voted in favor of the resolution and 90 sorry, 9.8% voted against. The result with respect to confirmation of amendments of Bylaw Number 1 regarding A, the aggregate remuneration of directors, and B, the minimum number of directors are 96.4% in favor and 3.6% voted against. The result with respect to confirmation of the other amendment to Bylaws Number 1 are 99.1% voted in favor and 0.9% voted against. The result with respect to the shareholder proposals are: Proposal 1, 12.6% voted in favor, 82.5% voted against, 4.9% abstained from voting. Proposal 2, 28.6% voted in favor, 70.7% voted against, and 0.7% abstained from voting. Proposal 3, 2% voted in favor, 96.8% voted against, and 1.2% abstained from voting. Proposal 4, 11.5% voted in favor, 83.4% voted against, and 5.1% abstained from voting. Proposal 5, 17.9% voted in favor, 75.7% voted against, 6.4% abstained from voting. Proposal 6, 1.2% voted in favor, 98.1% voted against, 0.7% abstained from voting. Proposal 7, 0.7% voted in favor, 98.1% voted against, and 1.2% abstained from voting. Proposal 8, 0.5% voted in favor, 99.1% voted against, 0.4% abstained from voting. And finally, proposal 9, 0.7% voted in favor, 98.2% voted against, and 1.1% abstained from voting. Thank you. Thank you, Mr. Scaffidi. I now declare that the 15 director nominees named in the proxy circular have been duly elected. Ernst & Young LLP has been duly appointed as auditor. The resolution on the advisory vote on the approach to executive compensation has been passed. The special resolution confirming amendments to bylaw number 1 regarding the aggregate remuneration of directors and the minimum number of directors has passed. The ordinary resolution confirming the other amendments to bylaw number 1 has passed. Shareholder proposals 1, 2, 3, 4, 5, 6, 7, 8, and 9 have been defeated. Final voting results will be made available shortly on TD.com. This concludes the formal part of the business meeting. We will now move to shareholders' questions or comments. I remind you the question should be of general interest and not of a personal nature. For those of us in the room, as I mentioned earlier, a representative of TD Customer Care is here today. Tony is located at the back of the room and can assist with personal questions after the meeting concludes. If you are asking a question of a personal nature on the phone, we will defer your question and have one of our customer care representatives get in touch with you after the meeting. Before asking your question, please give your name and state whether you are a shareholder or a proxy holder. We will now proceed with the questions. Bharat, would you please conduct the remainder of this portion of the meeting? Thanks very much, Alan. Before I start the Q&A session, I would like to address Madame Descroiselles'. My apologies. I was not meaning to be disrespectful. I had to rush to go to the bathroom, and it just so happened at a bad timing. So I really, really apologize for that. This was not meant to be anything personal. And I do want to take this opportunity to thank you for your excellent service that you provided to the bank over 35 years. We really, really appreciate all your efforts. So with that, let's start the Q&A. I see somebody at number 7. Namaste, Mr. Masrani. My name is Paul Dern, and I'm a shareholder from Burlington. A little bit disappointed, not a lot, that we can't read in the dark of the papers that were handed out to us. Okay. Now, my understanding is that the big six banks of Canada would probably have north of 90% of the deposit base of this whole country. So in terms of Canadian acquisitions, there's really not a lot to acquire. Now, Scotiabank took in two private wealth management companies, the Medical Doctors and Jarislowsky Fraser. And that is very steady income wealth management, as you are aware. Would you consider looking at the private wealth management companies of Canada today that are could you approach them to buy them out? I'm not saying any names. Of course, you want quality assets. That's all. Well, namaste to you as well. Thank you for coming to the meeting and really appreciate the question. Actually, we've had a history of acquiring in Canada as well, as you know. In fact, a retail bank is a culmination of TD Bank and TD Canada Trust. That's what came together, creating a fantastic franchise that is national in scale. Ray Chun is here, and one out of three Canadians bank with TD. On the wealth side, actually, we have acquired as well. Over the last few years, we did acquire TD Greystone, which is an alternative asset manager. Our approach to acquisitions is we look at obviously, if we have any capability gaps, can we fill it by acquiring, or shall we build it? We look at any other opportunities that might be in the market. Hard to say any specific target, hard to speculate on M&A. But suffice it to say that we would always look at any opportunity that was within our strategy, was financially compelling, and of course, within our risk appetite and culturally aligned. That's how we look at acquisitions. If something that came into that sort of alignment, we will certainly look at it very seriously. Sukriya Ovida. Thank you. Other questions? Yes. Number 4. Good morning. Sorry. I'll come back to you in a minute. I'm sorry. No, go ahead. Okay. Number six. My apologies. All right. It's okay. Hi. My name is Sarah Couturier-Tanoh, and I am Director of Shareholder Advocacy at SHARE. I'm a proxy holder. So in the past year and a half, many U.S. and Canadian banks have committed to do a racial equity audit. Last year, we had CIBC and National Bank, and this fall, BMO and RBC. All of them committed to do an audit that covers two things: a review of employment practices and a review of business practices. And in contrast, and to my knowledge, TD has only committed and published a review of its employment practices. So my question is, why is TD's commitment limited to employment practices while other banks and their shareholders are seeing comprehensive audits and effective risk mitigation tools for racial equity issues? As you know, the impact a bank may have on people of color and indigenous peoples extends well beyond the workplace. Thank you. Yeah. So thank you for the question. Actually, a great question. TD, we've had a tradition of our culture. In In my prepared remarks, I said our culture is our secret sauce. And a strong part of that culture is a diverse and inclusive workforce. That's how we look at our bank. And frankly, a lot of the targets we've set is to ensure that we keep on making good progress towards our aspirations. With respect to the specific question, we did the assessment based on a lot of shareholder engagement of 2-3 years ago. And we committed that we will do such an assessment, and I'm happy to report. And obviously, when you do an assessment of that side, there is always some lessons learned. But overall, we were very pleased that the assessment did confirm the progress that the bank has made. Now, with respect to what's going on at the other banks, we will certainly look at it and explore and study whether it makes sense for TD to do it as well. And if it does, then of course, we will go ahead and sort of commission an assessment of that kind. But we're very happy with where we started and where the bank stands. And it is a core part of what TD is all about. I appreciate your question. Thank you. Okay. We'll go to number four now. Good morning. My name is Bob Sayon. I'm a shareholder. I've had my first bank account with TD back in 1950 when I used to deliver papers in Toronto. I would like to start by commenting on the food snacks that you provided when we arrived. I thought they were very delicious. They went well with the water. I think last year, we were each given a cookie, and that was very nice. I was very grateful for that. I only mentioned this to provide a bit of guidance for next year's meeting. The other thing I'd like to bring up, and I know, Mr. Masrani, you mentioned it in your opening comments in your address regarding First Horizon. I've been following closely, by the way, and I find it pretty troubling. But I'd like you to comment on what you see as the impact on the future opportunities in the U.S. for TD because I can't see this situation ending in a very nice light, to be honest with you. And I would like you to sort of allay any concern that investors might have regarding going ahead with opportunities in the U.S. Thank you, Mr. Sayon. Thank you for your question. We feel very proud what TD Bank, America's most convenient bank, represents in the overall TD family. It's approximately one-third of our overall bank. It just surpassed a huge milestone. We serve more than 10 million Americans in the United States. In fact, we have more retail locations in the U.S. than we do in Canada. So I feel very good that in a period of about 17 or 18 years that we've been able to create a top 10 bank from Maine to Florida. And I would also add that and this is an important statistic that a lot of our investors follow. Nearly 80% of TD's retail deposits in the U.S. are in markets where we are top three. I mean, just to give some background as to what the history of the bank has been. I mean, of course, I regret that we were not able to close the First Horizon transaction. I mean, given the uncertainty on timing, etc., it was the right decision for the bank. We've been focused on going forward. How do we continue to serve our customers, continue to build our franchise? And we are very proud of the progress we are making. So that's how I would call it. And with respect to the first part of your question, our teams will certainly look into how we can serve perhaps two cookies next year. But we will make sure that they're branded TD so that you do get the experience. But I should end by thanking you. 1950 to the time, that is a longstanding customer. We appreciate your confidence and your trust in TD. It means a lot to us. So thank you. Thank you for that comment. Any other questions in the room? Okay. Operator, now we will take questions from the phone. Operator, do we have any questions on the phone? We have two questions on the English portion of the phone. So our first question is from Anna Coleman. Please proceed with your question. Thank you, Mr. Masrani. As you mentioned at the top of the meeting, shareholders are indeed curious to know more about the money laundering issues. We understand that some things are confidential, but I hope that these questions are ones that you will be able to answer. My first question is, how big is the potential fine? And has the bank begun provisioning for material financial penalties? And do you see that the prospect of doing an OCCP will affect the bank's ability to operate in the United States? I would start by we take this issue very seriously. Criminals are constantly targeting banks. It is amazing, the techniques that keep on emerging in this area. Without a doubt, banks generally, TD in particular, we play a key role in preventing financial criminal activity and take this responsibility very seriously. As I mentioned in my opening remarks, in our discussion with our regulators, regretfully, our program was not where it needed to be. We know what the issues are. We are working to fix them. We've onboarded a great team. We have attracted terrific talent that are first-class in this area. We've engaged tremendous advisors on this as well, have launched new training, are building new platforms to address the point. Unfortunately, given the confidential nature of our discussions with our regulators, I cannot provide you anymore. I'm hoping that in the near term, I will be able to. I'd be really thrilled that at that time, I could provide more detail. But in the meantime, I would ask you to be patient. When we are in a position to discuss it further, we will be the first ones to ensure that all our stakeholders are made aware as to how we are making progress. Operator, are there any other questions on the phone? We have a question from Emily DeMasi. Please go ahead with your question. Hello. Mr. Chairman, members of the board, and TD shareholders. My name is Emily DeMasi, and I'm a proxy holder. I'm also the regional team lead for EOS at Federated Hermes in North America. For context, EOS at Federated Hermes is a leading stewardship provider. We advise approximately $1.4 trillion as of the end of Q4 2023 on behalf of global, international, institutional investors, including company notary advisors and corporate engagement. EOS's purpose is to support clients to be active and responsible owners, seeking alignment between their investing companies and the long-term fiduciary interests of their investors. Today, we're representing 59 clients invested in TD with a total asset of approximately $680 million. We've been engaged with TD on its climate strategy since 2018. In 2021, EOS, together with other investors, wrote to the company to highlight the net-zero standards for the banking sector and the TPI Net Zero Assessment Framework against which this bank was most recently assessed in September 2023. First, I'd like to commend TD for the actions it's already taking to address climate risk. In particular, the bank's commitment to net-zero by 2050, progress towards expanding measurement disclosure of Scope 3 financing emissions, and interim reduction targets set for certain high-emitting sectors. The bank's early achievement of its low-carbon economy financing target and its new sustainable and decarbonization finance target of $500 million by 2030. However, we do encourage additional steps to clarify TD's climate strategy. The Canadian government states that its own 2050 net-zero goal will require the support and engagement from all parts of society, including provinces and territories, cities, Indigenous peoples, youth, and business. Achieving TD's ambitious climate goals will be dependent upon implementation of a range of supportive public policies. It's in this context that we're concerned that in TPI's latest net-zero assessment framework for banks, that TD scored zero points on alignment between its net-zero commitment and its lobbying activity or trade association activity. We therefore request further disclosures to understand the nature of the effort and resources applied by TD to advocate for the policies necessary to achieve its own net-zero strategy. To that end, we are pleased to invite the board of directors and senior management of TD to continue its proactive dialogue with us to address this climate-related risk. Our question for the board is, has the bank conducted a review of its trade associations and lobbying activities to ensure their alignment with the bank's own commitments and Canada's net-zero by 2050 goal? If not, would the bank consider conducting such a review and publishing the results? Thank you for your time. Thank you. Thank you, Ms. Dimassi, for your question. I was thrilled to hear that you did point out all the progress we are making. I would refer you once again to the bank's Climate Action Plan, which lays out very clearly our path to net-zero by 2050, all the interim targets that we've set over the past few years, and as well the CAD 500 billion target for sustainability and decarbonization. In that regard, I'm not sure whether you mentioned this or not, we already made good progress. I think we are at about CAD 70 billion against that target already. As a bank, we belong to lots of trade associations. It's important to have diverse views on how people are thinking about this very important point. As you rightly point out, this is going to require cooperation among all stakeholders: governments, private sector, banks, as well as new technologies need to be commercialized if you're going to get there successfully. But our views are well known. Like I said, our Climate Action Plan is very clear as to how TD is thinking about it. There have been a lot of other communications from the bank as to how we think about it ourselves. A particular trade association, if it is not in alignment with the bank's position, you are made aware as to what the bank thinks about it. So I think overall, how we think about it, our own efforts are very clear. But on the other hand, I'll take your suggestion, and we will give it due consideration. But I feel very strongly that the bank's approach to this very important topic is very clear and very direct. But really, really appreciate your question. Operator, any other questions on the phone? No questions on the phone? All right. No further questions. We're just going to. All right. Thank you, Operator. Have any questions come in through the webcast? Some questions and comments have come in through the webcast platform. The first comment is from a shareholder who notes the following: "The process for asking questions via internet is awkward. As the question period moves along, questions do come to mind. And given my skill level with computer activity, I do not have enough time." That concludes the comment, Mr. Masrani. A great comment. We should think about how we solve that problem. Our head of technology is sitting right in front of me, and I'm sure he's taking your comment very, very seriously and carefully. But we will certainly try and address that as effectively as we can next time around. Other questions or comments? We have received some questions from shareholders regarding the bank's stock performance, which are as follows. First, what are your plans to recover the stock considering the decrease of 38% from all-time highs? Second, TD share prices and investment returns are lagging behind its peers over the last 2- or 5-year periods. What do management think are the problems and plan to improve the bank's performance? Third, how can the CEO say 2023 was a good year when its stock performance was the worst among its peers? Great question. I'm glad we got questions on performance for a change. Without a doubt, I mean, I feel great that 2023, from a fundamentals perspective, you heard the numbers I quoted in my remarks as to how well the bank did. But without a doubt, shareholders have some anxiety, and as do we, regarding our issue in the U.S. And until there is better clarity, I'm sure there is pressure. So I've said to our shareholders, as I said today, be patient. We will be able to share more details on that. But fundamentally, your bank is doing very well. We've had record new account openings in Canada. We've done very well in the metrics that matter: deposit growth, loan growth. In our credit card business, I mentioned we celebrated our 10th anniversary on TD Aeroplan, which is the premier travel card in the country. One out of three Canadians bank with us. More than one out of two Torontonians bank with us. Our U.S. business just passed a terrific milestone: 10 million customers that we serve. The growth we have seen in volumes in the U.S. is very impressive. So overall, TD Securities acquired TD Cowen. How well that has gone certainly gives the bank a terrific opportunity, not only in the U.S. market, but to serve our Canadian markets on equity capital markets, research, and the like. Our wealth business, our direct investing business, is the premier direct investing platform in Canada. Just introduced TD Active Trader. It's great to see how well it has been received by the market and how many new customers would like to join that part of our business. I feel very proud as to what our 95,000 colleagues continue to deliver for all our stakeholders, including our shareholders. From where I sit, these fundamentals matter for the long-term well-being of the bank. I appreciate your comments. Thanks very much. Any other comments on the webcast? A question has come in from a shareholder who notes the following: "How do you plan to overcome the upcoming challenges of a high-interest environment coupled with ever-increasing government interference in operations and fees? We're 169 years old as a bank. One of the key characteristics of TD is that we adapt to the environment we find ourselves in rather than hoping, praying, wishing that we can go back to the good old days. So from my perspective, we've seen such an environment before: high interest rates, high inflation. And your bank is adapting to that environment. You can see that in our financial performance and how we are delivering against the goals that we have set. So I feel confident that with the bank's strong liquidity, best capital ratios, which are key to managing through any environment, are strong. And that has served us well over many, many years. And I have no doubt it will play an important role as we navigate through this challenging period. Thank you for pointing those great points out. I appreciate that. Other comments on the webcast? A question has come in from a shareholder who notes the following: "In some branches, Bayview and York Mills, customer service is slow with lineups. Would you consider reinstating the CAD 5 guarantee? Bayview and York Mills, we will certainly look at that. I see Ray Chun, the head of our Canadian Personal Banking, sitting in front of me. He's taking notes to make sure that he understands what the real issues might be. It's a great point. We'll certainly consider your suggestion. And Ray, I'm sure will be happy to contact you directly to make sure that our service levels improve. Any other questions, comments? We've received. On the webcast. Sorry. Go ahead. We've received the following comment from a shareholder: "This morning, we have heard some unsettling comments from shareholders in proposals 7 and 8. As always, Mr. Gagnon has delivered clear proposals that are of interest to retail shareholders. The credentials of all existing board slate are impeccable, and their input would be in no way diminished by the addition of an activist to the board. The personal shareholdings of retail investors like myself are of no consequence given the scale of TD Bank. On the other hand, they are important to me. The money laundering and First Horizon fiascos are examples of issues that have arisen, and the credibility of an activist on the board might contribute to an often dismissive tone retail investors receive in response to their questions. Here's to more receptive responses and a better tomorrow." That concludes the comment, Mr. Masrani. Thank you. I think our chair, Alan MacGibbon, addressed the issue earlier on about board compositions. I don't think I have anything more to add. Any other comments on the webcast? We have received the following comment from a shareholder: "Any company is as good as its employees. In other words, its employees are what make any company great. They are the backbone of the industry." That concludes the comment, Mr. Masrani. It certainly does. That's why I said in my prepared remarks that our people are our greatest asset. And so I concur with you. Thank you. Anything else on the webcast? We have received the following question from a shareholder: "Can you please provide your comments on TD's current cash flow challenge? Current cash flow challenge. I'm not aware of a challenge at TD. So I can't comment on that because we do not have a cash flow challenge. I can assure you, one of the best capitalized banks in the world. We are highly liquid, one of the best rated banks in the world. So I'm sorry. I don't understand the question or your concern. Before we go on with the webcast, I see Mr. Gagnon. Nice to see you again. I see you've been waiting patiently there. So let's take one question here, and then we'll go back to the webcast. Thank you kindly, Chair. This is one of the advantages of having an in-person meeting. However, if all of the people participating online were in person, we could see who is in line waiting to speak at a microphone. So we could stay seated at our chair as we await our turn behind those people ahead of us. I would like to ask you. Shareholders' meetings are reserved for shareholders. You have to be a shareholder. You have to say that you are. State your name. It's not the case for all the questions that seem to have been asked online today. But surely for the four or five latest questions, these people were not identified. So either they did not identify themselves, which seems impossible given that when you take part in the AGM remotely, you have to say who you are. Either the bank decided not to name them. It would be best to name them when we relay their questions. Given that their names were not stated, then their name will not appear in the minutes. We would like to see the minutes, whether they're in SEDAR or not. You'll understand my worry. People that come here to the microphone in person state their name and say if they are a shareholder or a proxy holder. For the last five people whose questions were read, did not state their name. Some people quoted me, and I don't know who they are. I would just like to know. That was a technical comment. Thank you, Mr. Gagnon. I appreciate your comment. I assume what happened because they said if the similar question comes from three or four people, they aggregate it and make one question out of it. So I assume that's what happened. But in many cases, I did see the name. It did pop up. So I'm sure we'll speak to our organizers here to make sure that we are consistent in that manner. But I agree with you. I think these meetings in person, I always look forward to meeting with you. And I want to make sure before the meeting ends, I do get a chance to shake your hands. And I really look forward to that. Okay. Any other questions in the room? Okay. Let's go back. I think I had cut the webcast off. So let's go to the webcast first before we go to the phones. We have received the following question from a shareholder: "Mr. Masrani has been leading the bank for almost 10 years. Under his leadership, the bank has grown significantly. I want to ask if he has any succession plans and transfer his baton to someone who is equally capable to take the bank for further growth. Very good question. Excellent question. I'm healthy. I wake up every morning to say, "How can we serve our customers even better and create more value for our shareholders?" I feel great. As you can imagine, a bank of our size, scale, profile, that we would have very robust succession plans. And we do. Our board is very engaged, as would be other departments in the bank. And this is not just about my succession. It's about the succession of many, many individuals in the bank. That's what makes TD so successful. So don't worry. When the time comes, you will see that TD, like it has over many, many years, will see a seamless and a terrific executive take over my position. But I appreciate your good comments and good wishes and great question. Any other questions on the webcast? We have received the following question from a shareholder: "Now that we know the 2024 budget proposals specifically relating to capital gains tax, what impact do you see this having on your bank and the banking sector? Yeah. So I saw that as well. I guess it's too early to make the analysis. All the details are yet to be released. The way the process works is after the budget is announced, there's a Budget Implementation Act that gets tabled in Parliament. So that's where all the details would be. So I think it's probably premature to comment exactly what the impact would be and how this would play out for the bank. But we'll certainly be looking at it very carefully. And probably a good question to cover off next year. Any other questions on the webcast? We have received the following question from a shareholder: "You have spoken about M&A in Canada and the U.S. What specific areas are you planning to focus on besides wealth management for broadening and expanding your operations? Like I said, we have a very good wealth management business already. I think I mentioned it. If not, then I'm proud to say we are Canada's largest institutional asset manager. Our business is of scale. We obviously have the most successful direct investing business. TD Asset Management also is well known. And of course, our advisory services play an important role for many, many Canadians. So hard to speculate on specific acquisition opportunities or targets that we might be thinking of. I don't think it'd be appropriate for me to talk about them here. But suffice it to say, if we thought that there was an acquisition, a potential acquisition that was strategically compelling or financially made sense for the bank obviously, we are a bank. So risk does matter. And for us, cultural alignment is also very important. At the end of the day, this is a people business. So that's how we think about acquisitions. But I think that's all I would want to say because it is hard to speculate on issues that are not specific. Any other questions on the webcast? Mr. Masrani, there are no further questions from the webcast at this time. Thank you very much, operator. Any questions on the phone? I will assume that to mean no. I haven't heard anybody. We have no questions. We're just sort of on the phone. All right. Thank you. Yes. Number 4. Thank you. I just wanted to make a comment. Would it be possible to find a way to make the 95,000 employees members of the board? Because I can see that for raises, the vote results are over 96%. But when employees ask for equity or to be entitled to the same thing, not even 1% votes in favor. Despite the fact that there are 95,000 employees, they're all shareholders. And add to those the retirees. So I don't really understand the system. I think we need to find a solution so that employees can be represented on the board so that they may also have a successful vote. That was just a comment. Thank you. Thanks very much. It's a great point. And I'll let our chair talk about the board. But we do have a very mature and extensive way to make sure the engagement of our colleagues is considered in everything we do. Twice a year, we do a survey. It's called TD Pulse. It's an extensive survey where our colleagues get their points across as to what makes sense or what doesn't make sense for the bank. How can we do better? How can we ensure that we are providing those legendary customer experiences that TD is so famous for? So this is a very important topic that you're raising. And I think as a bank, we feel very proud of what our colleagues do day in and day out. And frankly, we do take their comments on how we can improve very seriously. That is very much part of how the bank is managed and operated. But I appreciate your sentiments. Thank you for making a long trip to be with us here today. Any other questions in the room here? Seeing none, I'll go quickly to the phones again in case somebody finally got in. We have no questions. We're just sort of on the phone. All right. Any more questions on the webcast? We have received the following question from a shareholder: "Could you please comment on why TD continues to rely on EY for the audit of its financial statements? It would be beneficial from a cost perspective and a quality perspective to rotate through different accounting firms and not just the audit partner. I think Alan addressed this issue earlier. There's a whole system as to how the partners have to rotate at each of these firms when they deal on TD issues. So we feel comfortable as to the service we get from them and the value. Although you make a great point, maybe we should look at how much we pay them. We will certainly take that away for next year. With that, any more questions on the webcast? Mr. Masrani, there are no further questions from the webcast at this time. All right. I think we've exhausted the Q&A period here. Appreciate your engagement. Great questions. Terrific to see that you are thinking of TD. That is an honor for us and a privilege as well. So hopefully, I get a chance to meet some of you. If not, I will see you next year. Thank you very much. Thank you, Bharat. This concludes our meeting. On behalf of the bank, I would like to thank you for participating in this meeting and for your ongoing commitment to TD. I wish all the best to you and your families and hope you stay safe and healthy. This meeting is now terminated. Thank you, Mercy. Thank you for attending the TD Bank Group Annual and Special Meeting of Shareholders.