UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
[Check one]
OR
c/o General Counsel’s Office
P.O. Box 1Toronto-Dominion Centre
Toronto, Ontario M5K 1A2
(416) 308-6963
Glenn Gibson
The Toronto-Dominion Bank
31 West 52nd Street
New York, NY
10019-6101
(212) 827-7000
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Securities registered or to be registered pursuant to Section 12(g) of the Act.
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
For annual reports, indicate by check mark the information filed with this form:
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
Non-Cumulative Floating Rate Preferred Shares, Series T
Non-Cumulative 5-Year Rate Reset Preferred Shares, Series Y
4,612,509
5,481,853
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
Disclosure Controls and Procedures
The disclosure provided under the heading Accounting Standards and Policies – Controls and Procedures – Disclosure Controls and Procedures included in Exhibit 99.2: Management’s Discussion and Analysis is incorporated by reference herein.
Management’s Annual Report on Internal Control Over Financial Reporting
The disclosure provided under the heading Accounting Standards and Policies – Controls and Procedures – Management’s Report on Internal Control Over Financial Reporting included in Exhibit 99.2: Management’s Discussion and Analysis is incorporated by reference herein.
Attestation Report of the Registered Public Accounting Firm
The disclosure provided under the heading Independent Auditors’ Report of Registered Public Accounting Firm to Shareholders – Report on Internal Control under Standards of the Public Company Accounting Oversight Board (United States) included in Exhibit 99.3: 2014 Annual Financial Statements is incorporated by reference herein.
Changes in Internal Control Over Financial Reporting
The disclosure provided under the heading Accounting Standards and Policies – Controls and Procedures – Changes in Internal Control Over Financial Reporting included in Exhibit 99.2: Management’s Discussion and Analysis is incorporated by reference herein.
Audit Committee Financial Expert
The disclosure provided under the heading Directors and Officers – Audit Committee included in Exhibit 99.1: Annual Information Form dated December 3, 2014 is incorporated by reference herein.
Code of Ethics
The Registrant has adopted the Code of Conduct and Ethics for Employees and Directors (the “Code”) as its code of ethics applicable to all its employees and directors, including the Registrant’s Group President and Chief Executive Officer, Group Head Finance, Sourcing and Corporate Communications and Chief Financial Officer, and Senior Vice President and Chief Accountant. The Registrant posts the Code on its website at www.td.com and also undertakes to provide a copy of its code of ethics to any person without charge upon request. Such request may be made by mail, telephone, facsimile or e-mail to:
TD Shareholder Relations
P.O. Box 1, Toronto-Dominion Centre
Toronto, Ontario, Canada M5K 1A2
Telephone: 1-866-756-8936
Facsimile: 416-982-6166
E-mail: tdshinfo@td.com
On January 23, 2014, an amended version of the Code was filed with the SEC on Form 6-K and made available on the Registrant’s website.
The key amendments made to the Code at that time, included the addition of new wording at: a) Section 2C – Gifts and Entertainment – to address concerns and increase transparency around employees attending out-of-town events; b) Section 2G – Due Diligence – new section to reinforce that employees must follow established due diligence procedures when committing TD to a loan or other business transaction; c) Section 4 – Protecting Confidential Information – to provide general guidance to employees with regard to protecting confidential information, with reference to applicable policies and laws; d) Section 4B – Protecting Employee Information – to reinforce the importance of exercising care and discretion with employee information; and e) Section 6C - Physical Security – new section to refer to key elements of TD's updated Physical Security Program. In addition to these changes, certain other editorial, technical, administrative and non-substantive amendments were made to the Code.
No waivers from the provisions of the Code were granted in the fiscal year ended October 31, 2014 to the Registrant’s Group President and Chief Executive Officer, Group Head Finance, Sourcing and Corporate Communications and Chief Financial Officer, and Senior Vice President and Chief Accountant.
Principal Accountant Fees and Services
The disclosure regarding Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees provided under the heading Directors and Officers – Pre-Approval Policies and Shareholders’ Auditor Service Fees included in Exhibit 99.1: Annual Information Form dated December 3, 2014 is incorporated by reference herein.
Pre-Approval Policy for Audit and Non-Audit Services
The disclosure provided under the heading Directors and Officers – Pre-Approval Policies and Shareholders’ Auditor Service Fees included in Exhibit 99.1: Annual Information Form dated December 3, 2014 is incorporated by reference herein.
During the fiscal year ended October 31, 2014, the waiver of pre-approval provisions set forth in the applicable rules of the SEC were not utilized for any services related to Audit-Related Fees, Tax Fees or All Other Fees and the Audit Committee did not approve any such fees subject to the waiver of pre-approval provisions.
Hours Expended on Audit Attributed to Persons Other than the Principal Accountant’s Employees
Not Applicable
Off-balance Sheet Arrangements
The disclosure provided under the heading Group Financial Condition – Securitization and Off-Balance Sheet Arrangements included in Exhibit 99.2: Management’s Discussion and Analysis is incorporated by reference herein.
Tabular Disclosure of Contractual Obligations
The disclosure provided in Exhibit 99.5 Contractual Obligations by Remaining Maturity is incorporated by reference herein.
Identification of the Audit Committee
The disclosure provided under the heading Directors and Officers – Audit Committee included in Exhibit 99.1: Annual Information Form dated December 3, 2014 identifying the Registrant’s Audit Committee is incorporated by reference herein.
Mine Safety Disclosure
Undertaking
Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
Comparison of NYSE Corporate Governance Rules
A Comparison of NYSE Corporate Governance Rules Required to be followed by U.S. Domestic Issuers and the Corporate Governance Practices of The Toronto-Dominion Bank (Disclosure Required by Section 303A.11 of the NYSE Listed Company Manual) is available on the Corporate Governance section of the Registrant’s website www.td.com/governance.
Signatures
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549___________________
ANNUAL REPORT PURSUANT TOSECTION 13(a) or 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934
_______________________________________
THE TORONTO-DOMINION BANK
________________________________________
EXHIBITS
_________________________________________
INDEX TO EXHIBITS