U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 40-F
Securities Exchange Act of 1934
or
Securities Exchange Act of 1934
| For the fiscal year ended | Commission File Number | |
| October 31, 2009 | 1-14446 |
| The Toronto-Dominion Bank |
| (Exact name of Registrant as specified in its charter) |
| Canada |
| (Province or other jurisdiction of incorporation or organization) |
| 6029 |
| (Primary Standard Industrial Classification Code Number (if applicable)) |
| 13-5640479 |
| (I.R.S. Employer Identification Number (if applicable)) |
c/o General Counsel’s Office P.O. Box 1 Toronto Dominion Centre Toronto, Ontario M5K 1A2 (416) 308-6963 |
| (Address and telephone number of Registrant’s principal executive offices) |
Brendan O’Halloran, 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.
| Title of each class | Name of each exchange on which registered | |
| Common Shares | New York Stock Exchange | |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
| Not Applicable |
| (Title of Class) |
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
| Not Applicable |
| (Title of Class) |
For annual reports, indicate by check mark the information filed with this Form:
| x | Annual information form | x | Audited annual financial statements |
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.
| Common Shares | 859,585,103 |
| Class A First Preferred Shares, Series M | 14,000,000 |
| Class A First Preferred Shares, Series N | 8,000,000 |
| Class A First Preferred Shares, Series O | 17,000,000 |
| Class A First Preferred Shares, Series P | 10,000,000 |
| Class A First Preferred Shares, Series Q | 8,000,000 |
| Class A First Preferred Shares, Series R | 10,000,000 |
| Class A First Preferred Shares, Series S | 10,000,000 |
| Class A First Preferred Shares, Series Y | 10,000,000 |
| Class A First Preferred Shares, Series AA | 10,000,000 |
| Class A First Preferred Shares, Series AC | 8,800,000 |
| Class A First Preferred Shares, Series AE | 12,000,000 |
| Class A First Preferred Shares, Series AG | 15,000,000 |
| Class A First Preferred Shares, Series AI | 11,000,000 |
| Class A First Preferred Shares, Series AK | 14,000,000 |
Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked, indicate the filing number assigned to the Registrant in connection with such Rule.
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).
Yes o | No o |
Disclosure Controls and Procedures
The disclosure provided under the heading Accounting Standards and Policies - Controls and Procedures - Disclosure Controls and Procedures on page 88 of 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 on page 88 of 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’ Reports to Shareholders - Report on Internal Controls Under Standards of the Public Company Accounting Oversight Board (United States) on page 3 of Exhibit 99.3: 2009 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 on page 88 of 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 on page 16 of Exhibit 99.1: Annual Information Form dated December 2, 2009 is incorporated by reference herein.
Code of Ethics
The Registrant has adopted the Code of Conduct and Ethics for Employees and Directors as its code of ethics applicable to the Registrant’s President and Chief Executive Officer, Group Head, Finance and Chief Financial Officer, Corporate Office and Senior Vice President and Chief Accountant. The Registrant 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:
The Toronto-Dominion Bank
Shareholder Relations
66 Wellington Street West
12th Floor, TD Tower
Toronto, Ontario,
Canada M5K 1A2
Telephone: 1-866-756-8936
Facsimile: 416-982-6166
E-mail: tdshinfo@td.com
In January 2009, an amended version of the Registrant’s Code of Conduct and Ethics for Employees and Directors applicable to the Registrant’s President and Chief Executive Officer, Group Head, Finance and Chief Financial Officer, Corporate Office, and Senior Vice President and Chief Accountant was filed with the SEC on Form 6-K and made available on the Registrant’s website at www.td.com.
The key amendments made to the Registrant’s Code of Conduct and Ethics for Employees and Directors at that time, included the addition of: a) new content at Section 2-G - Irregular Business Conduct and Section 7B - Reporting Violations, to notify employees that the obligation to comply with the Code of Conduct and Ethics for Employees and Directors extends to their dealings with TD Bank Financial Group (TDBFG) as a customer and that TDBFG employees are expected to report such suspected breaches of the Code of Conduct and Ethics for Employees and Directors regardless of where they are in TDBFG; b) new content at Section 2-H - Dealing with TDBFG Assets, to notify employees that when they become aware of the actual or potential loss of TDBFG property, they are required to inform management; c) new content at Section 5 - Disclosure of TDBFG Information, to clarify that the Disclosure Policy applies to all employees, directors and officers of TDBFG; and d) new content at Section 7B - Reporting Violations, to explain that the TDBFG Whistleblower Hotline is an available channel through which employees can report suspected violations of the Code of Conduct and Ethics for Employees and Directors.
No waivers from the provisions of the Code of Conduct and Ethics for Employees and Directors were granted in the fiscal year ended October 31, 2009 to the Registrant’s President and Chief Executive Officer, Group Head, Finance and Chief Financial Officer, Corporate Office 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 on page 17 of Exhibit 99.1: Annual Information Form dated December 2, 2009 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 on page 17 of Exhibit 99.1: Annual Information Form dated December 2, 2009 is incorporated by reference herein.
During the fiscal year ended October 31, 2009, 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
N/A
Off-balance Sheet Arrangements
The disclosure provided under the heading Group Financial Condition - Off-Balance Sheet Arrangements on pages 54 to 56 of Exhibit 99.2: Management’s Discussion and Analysis is incorporated by reference herein.
Tabular Disclosure of Contractual Obligations
The disclosure provided in Table 45 Contractual Obligations by Remaining Maturity on page 74 of Exhibit 99.2: Management’s Discussion and Analysis is incorporated by reference herein.
Identification of the Audit Committee
The disclosure provided under the heading Directors and Officers - Audit Committee on pages 16 and 17 of Exhibit 99.1: Annual Information Form dated December 2, 2009 identifying the Bank’s Audit Committee is incorporated by reference herein.
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 Bank’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.
| Registrant: | THE TORONTO-DOMINION BANK | |
| By: | /s/ CHRISTOPHER A. MONTAGUE | |
| Name: | Christopher A. Montague | |
| Title: | Executive Vice President and General Counsel | |
| Date: | December 3, 2009 | |
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
Form 40-F
ANNUAL REPORT PURSUANT TO
SECTION 13(a) or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
_______________________________________
THE TORONTO-DOMINION BANK
________________________________________
EXHIBITS
_________________________________________
INDEX TO EXHIBITS
No. | Exhibits | |
| 99.1 | Annual Information Form dated December 2, 2009 | |
| 99.2 | Management’s Discussion and Analysis | |
| 99.3 | 2009 Annual Financial Statements | |
| 99.4 | Reconciliation of Canadian and U.S. Generally Accepted Accounting Principles | |
| 99.5 | Code of Ethics | |
| 99.6 | Consent of Independent Auditors | |
| 99.7 | Certification Pursuant to Section 302 of the U.S. Sarbanes-Oxley Act of 2002 | |
| 99.8 | Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the U.S. Sarbanes-Oxley Act of 2002 | |