Code
of Conduct and Ethics for Employees and Directors
TD
Bank Financial Group
©
2005. All rights reserved.
Reproduction
of this work in whole or in part is prohibited.
December
2005
Table
of Contents
Introduction
and Summary
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1
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1)
Respect for the Law
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2
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Making
the Right Decision
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2
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2)
Personal Integrity
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2
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A. Criminal
Record
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2
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B. Excessive
Personal Debt
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2
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C. Accepting
Gifts
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2
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D. Alcohol
and Substance Abuse
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3
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E. Harassment
and
Discrimination in the Workplace
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4
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F. Use
of
the Internet, Email and Electronic Media
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4
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G. Irregular
Business Conduct
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4
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Bribery
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4
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Commission
Sharing
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4
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Theft
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4
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Falsifying
Records
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5
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Money
Laundering and Kiting
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5
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Terrorism
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5
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Tied
Selling
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5
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Insider
Trading or Tipping
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5
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Trading
Accounts
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6
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H. Dealing
with
TDBFG Assets
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6
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I. TDBFG
Brand
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6
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J. Copyrighted
Material
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7
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K. Reasonable
Expenses
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7
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L. Cooperating
with Investigations
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7
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3)
Conflicts of Interest
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7
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A. Ethical
Conduct
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7
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B. Conflicts
Arising from Personal Benefit
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7
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C. Corporate
Opportunities
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8
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D. Relationships
in the Workplace
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8
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E. Conducting
Financial Transactions for Yourself or Involving Those in a Close
Personal
Relationship
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8
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F. Executorships,
Agencies and Powers of Attorney
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9
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G. Personal
Borrowing and Lending
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9
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H. Recommending
Service Providers to Customers
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9
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I. Disclosing
Interest and Abstaining from Participation
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9
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J. Directorships
and Outside Business Interests
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9
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K. Political
Contributions
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10
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4)
Confidentiality of Information
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10
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A. Customer
Information
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10
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B. Protecting
Employee Privacy
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10
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C. Computer
Systems Security
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11
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5)
Disclosure of TDBFG Information
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11
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6)
Appearance and Courtesy
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12
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7)
Compliance with the Code of Conduct
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12
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A. Your
Responsibilities
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12
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B. Failure
to Comply
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12
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C. Other
Requirements
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13
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D. Waivers
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13
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E. Annual
Attestation
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13
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Introduction
and Summary
As
a responsible business enterprise and corporate citizen, TD Bank Financial
Group
(TDBFG) is committed to conducting its affairs to the highest standards of
ethics, integrity, honesty, fairness and professionalism - in every respect,
without exception, and at all times. While reaching our business goals is
critical to our success, equally important is the way we achieve them. This
Code
of Conduct and Ethics applies to every employee and director of TDBFG (where
the
director is acting in the capacity of a representative of TDBFG). Every employee
and director is expected and required to assess every business decision and
every action on behalf of the organization in light of whether it is right,
legal and fair. This applies at all levels of the organization, from major
decisions made by the Board of Directors of The Toronto-Dominion Bank (TD
Bank)
to day-to-day transactions in branches. It also applies to all TDBFG
wholly-owned subsidiaries around the world. The following Code is intended
to
help you meet these expectations and make such assessments.
The
Code establishes the standards that govern the way we deal with each other,
our
shareholders, customers, suppliers and competitors. Where necessary, reference
is made to formal TDBFG policies in specific areas. In addition, certain
businesses in TDBFG have supplementary codes of conduct and policies that
apply
to their employees or directors that must also be complied with. Within this
framework, employees and directors are expected to exercise good judgment
and be
accountable for their actions.
For
employees, compliance with this Code is part of your employment contract
with
TDBFG. All employees and directors are required to review and attest to
compliance with this Code on an annual basis.
In
any situation where the appropriate conduct is unclear or ambiguous, employees
must seek the advice of their manager or Human Resources relationship manager.
Furthermore, employees and directors are obliged to report, in a timely fashion,
any violations of the Code they may witness or reasonably suspect. Reporting
in
good faith possible violations by others will not subject you to reprisal.
In
fact, it's against the law to retaliate against someone for reporting suspected
unethical or illegal conduct.
1)
Respect for the Law
Making
the Right Decision
Concern
for what is right should be the first consideration in all business decisions
and actions, and that includes compliance with the law. You should be aware
of
all laws and regulations relating to the business activities of TDBFG in
the
jurisdiction in which you work, and observe them at all times. Never enter
into
any transaction or perform any task that could reasonably be considered legally
suspect, even if it might be common practice in your country or area. If
in any
doubt at all, seek advice from your manager or Human Resources relationship
manager.
2)
Personal Integrity
A.
Criminal Record
If
you are convicted of a criminal offence for which no pardon has been granted,
you must inform your Human Resources relationship manager. There may be
employment consequences as a result of your conviction.
B.
Excessive Personal Debt
Employees
are expected to ensure they can meet their financial obligations from their
salary and other personal assets. If you are having personal financial
difficulties, you must discuss them with your manager or your business head.
You
must also inform your Human Resources relationship manager, who may arrange
financial counselling.
C.
Accepting Gifts
Do
not accept any personal gifts, loans, services, accommodations, favours,
or
other benefits having more than nominal value from anyone doing or seeking
to do
business with TDBFG, whether you stand to benefit personally or not. Also,
you
must not solicit any personal gift of any size under any circumstances. In
determining whether a gift is of nominal value, consider whether the gift
could
reasonably be construed as an attempt to influence your behaviour or that
of
TDBFG, as well as the value of the gift in relation to your personal situation.
In this regard, it is also important to consider the circumstances, nature
and
timing of the gift.
Gifts
of nominal value may be accepted provided they:
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are
not in cash or readily convertible to cash (such as securities,
cheques,
gift certificates or money orders);
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are
consistent with accepted business practice;
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cannot
be construed as an attempt to influence; and
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do
not contravene any law and would not compromise your integrity
or that of
TDBFG.
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Offers
of gifts that could be considered to have more than nominal value must be
declined. If in any doubt in this area, you must contact your manager or
Human
Resources relationship manager for guidance.
To
help you interpret these rules, here are some examples:
1.
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Having
lunch or dinner with a supplier of services to TDBFG would not
normally be
prohibited even though the supplier is likely trying to maintain
or extend
the services, provided that the lunch or dinner is consistent with
accepted business practices.
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2.
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Events
that involve travel or overnight accommodation paid for by the
supplier
would not be acceptable, even where there is arguably an educational
element. If the educational element is worthwhile, it should be
funded by
TDBFG subject to the usual required approvals.
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3.
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Attending
local sporting and other events with a supplier would generally
be
acceptable, subject to being reasonable and consistent with accepted
business practices. Accepting tickets to events for personal use
should be
subject to the guidance for other gifts provided above. If in doubt,
ask
in advance.
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D.
Alcohol and Substance Abuse
TDBFG
is committed to providing a work and business environment that is free of
alcohol and drug abuse. Accordingly, employees are required to comply with
the
TDBFG Alcohol
and Substance Abuse Policy.
The
following conduct is prohibited:
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consuming
alcoholic beverages in quantities that affect work performance
or impair
your judgment during working hours;
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consuming,
providing or serving alcoholic beverages in TDBFG's business offices
or
branches, except when approved by a Senior Vice President of the
business
or the head of Human Resources for that business; and
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consuming,
possessing, selling or distributing illegal substances, especially
while
in TDBFG premises, at any TDBFG function, or at any time when you
could be
identified as a TDBFG employee.
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E.
Harassment and Discrimination in the Workplace
TDBFG
is committed to conducting all its affairs with fairness and equity, and
this
includes the treatment of employees, shareholders, customers, suppliers and
competitors. Any behaviour that could be construed as harassment or
discrimination on the grounds of sex, race, national or ethnic origin, colour,
religion, age, disability, marital status, family status, sexual orientation
or
criminal convictions from which a pardon has been granted, will not be condoned.
You must comply with the TDBFG Respect
in the Workplace Policy.
F.
Use of the Internet, Email and Electronic Media
Knowingly
transmitting, viewing, generating, printing, retrieving, downloading or storing
any communication of a discriminatory, defamatory, obscene, damaging (such
as
viruses), threatening or harassing nature, or any material that is inappropriate
for the business environment (such as sexually oriented literature or pictures,
or chain letters), is prohibited. You are also prohibited from disclosing
confidential or proprietary information about or belonging to TDBFG for any
purpose that is illegal, against TDBFG policy or contrary to the best interests
of TDBFG. Employees must comply with the TDBFG Internet,
eMail & Electronic Media Policy.
G.
Irregular Business Conduct
Irregular
business conduct (which includes any criminal, fraudulent or illegal conduct,
any impropriety, lack of professional responsibility or dishonesty) will
not be
tolerated under any circumstances. Such conduct may not only be subject to
internal disciplinary action but may also lead to criminal prosecution or
civil
suit. Examples of such conduct include:
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Bribery
- Engaging
in any act that can be perceived as giving or receiving a bribe
or other
questionable payment.
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Commission
Sharing - The
sharing of commissions such as finders fees or secret commissions
with any
other employee or director, agent or broker who is not licensed
to buy or
sell the security or instrument in question, or who is not part
of an
established commission-sharing program.
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Theft
- Defalcation,
embezzlement or misappropriation of funds or property belonging
or
entrusted to TDBFG.
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Falsifying
Records - Making
entries to any account which are either false or obscure the true
nature
of the transaction, or allowing such entries to be made. You must
not
establish or operate, for any purpose, an account on the books
of TDBFG
that cannot withstand the closest public scrutiny of its propriety.
Also,
you must not manipulate or falsify any TDBFG financial statement,
record
or return.
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Money
Laundering and Kiting - Money
laundering involves making profits derived from criminal activity
appear
as if they came from legitimate business activity. It is a criminal
offence, and knowingly failing to report a suspected money laundering
scheme is also a criminal offence. Kiting is inflating the balance
in an
account with artificial funds.
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Employees
must not knowingly initiate or be party to a money laundering or
kiting
scheme. You will be considered to have been party to such a scheme
if it
is evident that you knew or ought to have known of the activity.
Suspicious money laundering situations must be reported to the
Financial
Intelligence Unit of Corporate Compliance by completing an Unusual
Transaction Report.
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Terrorism
- TDBFG
is committed to complying fully with the United
Nations Suppression of Terrorism Regulations.
No employee shall deal, directly or indirectly, with any person
or group
known or reasonably known to be involved in or supporting terrorism
activities of any kind. Suspicious situations must be reported
to the
Anti-Money Laundering Group or Corporate Security and
Investigation.
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Tied
Selling - Coercing
or imposing undue pressure on a customer, as a condition of approving
a
request for a TDBFG product or service, to buy another product
or service
or to transfer other business to TDBFG.
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Insider
Trading or Tipping - Insider
trading is purchasing or selling securities of a public company
using
material, non-public information about that company. Tipping is
providing
material, non-public information about a public company to another
person,
other than in the necessary course of business. Information is
material if
it would reasonably be expected to have a significant effect on
the value
of securities of the company. Examples of material information
include:
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- a
significant acquisition, sale, merger, contract or takeover
bid;
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- a
change in
the general character or nature of a
company;
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- a
change in a company’s capital structure; or
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- earnings
information or information about a dividend declaration that is
not
available to the public.
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Employees
or directors who either possess or have access to material, non-public
information about TDBFG or its customers or business partners are
prohibited by law from trading in securities of those entities,
or
relaying the information to others who do not have a “need-to-know” the
information. You must comply with the TDBFG Disclosure
Policy ,
as well as the TDBFG Firewalls
Policy and Procedures and
Windows
Policy,
as applicable.
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Trading
Accounts - Employees
must not open or operate a trading account in the name of any TDBFG
business unit with any broker or investment dealer, or knowingly
allow a
broker to do so, without the prior written approval of their regional
office or business head.
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H.
Dealing with TDBFG Assets
You
must make every effort to protect all TDBFG property and assets from harm,
loss
or misuse, especially those that are in your custody or control and are your
responsibility. These may include cash, negotiable instruments such as drafts,
money orders, securities or certificates, premises, equipment, bank records,
customer or employee information, or computer resources and information systems.
They also include all information between TDBFG and its customers, employees
or
business partners, which must be kept secure from third parties. TDBFG property
may be used only for the purpose of executing your accountabilities with
TDBFG.
I.
TDBFG Brand
TDBFG
communications materials must not be used for personal reasons (except as
permitted under the TDBFG Internet,
Email & Electronic Media Policy)
as this could lead to a misunderstanding and possibly damage TDBFG's reputation.
Specifically, TDBFG stationery (including forms, letterhead and envelopes),
faxes where the name, address or phone number of any TDBFG company, business
or
department appears on the fax, or emails (paper or electronic copies) where
the
@website is a TDBFG website, must be used solely for TDBFG business purposes.
Incidental use of such material (such as a fax cover sheet), where you make
it
clear in the communication that it is from you personally, may be allowed
with
prior permission from your manager.
J.
Copyrighted Material
Software,
videos and other copyrighted material and video reproduction and use are
subject
to applicable copyright laws and penalties for misuse. You must comply with
those laws.
K.
Reasonable Expenses
Employees
are required to comply with the TDBFG Expense
Policy.
You must incur only reasonable expenses. You are entitled to claim expenses
actually incurred for TDBFG business within TDBFG guidelines.
L.
Cooperating with Investigations
All
employees and directors are required to cooperate with Audit Division, Corporate
Security and Investigation, Legal Division, Compliance, Human Resources
Department and other areas of TDBFG which may, from time to time, audit or
investigate issues within TDBFG. This includes attending all necessary meetings,
accurately and fully answering all questions and maintaining the confidentiality
of the investigation. Further, you may not in any way obstruct, hinder or
delay
any internal investigation.
3)
Conflicts of Interest
A.
Ethical Conduct
TDBFG
exercises the highest degree of ethical corporate conduct and recognizes
that
customers and the public have a right to openness and honesty in all their
dealings with us. As a representative of TDBFG, you must conduct yourself
in a
manner that demonstrates commitment to the highest standards of personal
integrity, and in ways that respect the reputation and position of trust
placed
upon TDBFG. You must be fair and honest in all your dealings with TDBFG
shareholders, customers, suppliers, competitors and employees. You must also
not
knowingly induce an employee of another organization to breach that
organization's code of conduct.
B.
Conflicts Arising from Personal Benefit
A
conflict may arise where you have reason to act in a manner that is not in
the
best interests of TDBFG or our shareholders. Often this is because you, a
friend, a relative or someone with whom you have a close personal relationship,
stands to benefit from the action in some way. For purposes of this section
and
the ones that follow, “relatives” include a spouse (including a common-law
spouse or partner), parent, child or other relative (including in-laws) of
your
spouse or partner.
You
must avoid acting in a manner that is not in the best interests of TDBFG
or our
shareholders. You must also avoid situations that might give the appearance
of a
conflict of interest, whether or not it actually exists. Conflicts of interest
or perceived conflicts of interest must be reported in accordance with this
Code.
C.
Corporate Opportunities
You
must not use TDBFG property or information or your position in the organization
for personal gain, to compete with the organization, or to take advantage
of
opportunities that are discovered in the course of conducting TDBFG business.
You are expected to advance the legitimate interests of TDBFG whenever the
opportunity arises. In specific cases, however, a personal opportunity may
be
approved provided that it is disclosed in advance and in writing to your
Human
Resources relationship manager (or, in the case of the chief executive officer
or a director, to the Board of Directors of TD Bank) and is determined not
to be
material.
D.
Relationships in the Workplace
You
must not give to or receive from any friend, relative or someone with whom
you
are involved in a close personal relationship, any special consideration
relating to employment or conditions of employment. Your business decisions
must
be based on sound ethical business practices, and your human resources decisions
must be based on sound management practices and not be influenced by personal
concerns.
If
you have a supervisory/subordinate (subordinate includes anyone with a direct
or
indirect reporting relationship) or dual custodial relationship with a relative
or someone with whom you have a close personal relationship, you must report
that relationship to your manager and your Human Resources relationship manager.
If the potential for a real or perceived conflict of interest exists, one
of the
parties may be relocated.
E.
Conducting Financial Transactions for Yourself or Involving Those in a Close
Personal Relationship
To
avoid any real or perceived conflict of interest, you must not act in a lending
capacity or complete financial transactions for yourself, a relative or someone
with whom you are involved in a close personal relationship. In addition,
all of
your financial transactions must be processed by another employee over whom
you
have no authority, and this person must perform the same due diligence as
they
would for a non-employee customer.
F.
Executorships, Agencies and Powers of Attorney
Employees
must not act in the capacity of executor, agent, trustee, attorney or in
any
other fiduciary capacity for a TDBFG customer, other than a customer who
is a
relative of the employee.
G.
Personal Borrowing and Lending
Employees
must not borrow from or lend personal funds to another employee in an amount
that is more than nominal value. Also, employees must not borrow from or
lend
any personal funds to a customer (other than a relative) where the transaction
or the terms of the transaction are out of the ordinary course of that
customer's business.
H.
Recommending Service Providers to Customers
Occasionally
a customer may ask an employee to recommend an external service provider
such as
an accountant, lawyer or real estate agent. You may provide the names of
several
external service providers but may not recommend any particular
one.
I.
Disclosing Interest and Abstaining from Participation
To
avoid any real or perceived conflict of interest, you must disclose any interest
you have in a material contract or proposed material contract involving TDBFG
in
which you may have some influence or perceived interest. If you are an officer
or director of an entity that is party to any such contract, that must also
be
disclosed. These disclosures must be made at the earliest opportunity to
your
manager (or, in the case of the chief executive officer or a director, to
the
Board of Directors of TD Bank).
In
addition, you must not have or be reasonably perceived to have influenced
a
decision with respect to a material or proposed material contract in which
you
have an interest described above.
J.
Directorships and Outside Business Interests
Employees
must comply with the TDBFG Directorships
and Outside Business Interests Guidelines.
Employees below the level of executive vice president may not enter into
any
directorship, office, trade or business outside of TDBFG without receiving
the
prior consent of senior management. Employees at or above the level of executive
vice president require the consent of senior management and the Corporate
Governance Committee of the Board of Directors of TD Bank before doing
so.
Volunteering
to assist in a charitable or not-for-profit activity (such as the United
Way or
an executive of a sports team) does not require approval unless that
organization is a customer of TDBFG and you have management or other
decision-making authority or administrative responsibilities.
K.
Political Contributions
Employees
and directors may make personal political contributions and charitable donations
at their discretion. However, you must not commit TDBFG to a political or
charitable contribution without prior approval from Corporate and Public
Affairs. If you hold a position in a political organization which may influence
the financial needs of that organization, or if you are asked to conduct
financial transactions on that organization's behalf, Human Resources may
review
this relationship to ensure that there is no perception of
influence.
4)
Confidentiality of Information
A.
Customer Information
Customer
information must be kept private and confidential. You must not discuss or
disclose any customer information to anyone outside TDBFG unless you are
required to disclose by law, you are authorized to disclose by the customer
or
you are directed to disclose in circumstances described in TDBFG polices
and
procedures. When dealing with customer information, you must comply with
the
TDBFG customer privacy code Protecting
Your Privacy and
the Employee
Guide to TD's Privacy Code.
B.
Protecting Employee Privacy
TDBFG
is permitted to collect, use and disclose employee personal information for
employment administration purposes. Employees with access to employee personal
information must not collect, use or disclose that information except in
accordance with the TDBFG employee privacy policy - Privacy
and Protection of Employee Information,
and the TDBFG
Employee Privacy Code.
C.
Computer Systems Security
Employees
using TDBFG computer systems and accessing TDBFG information must be clearly
identified at all times. In addition, access to passwords must be strictly
controlled. It is your responsibility to take the necessary steps to protect
your logon id, password, digital signature or other means you use to identify
yourself to the TDBFG computer network. This also applies to access given
to
third parties or agents through any shared system or direct access to TDBFG
systems.
Communication
conducted over TDBFG's internal network or any external network is not
considered private. Communication conducted over external networks must be
protected from unauthorized access (for example, with encryption). When
communicating via TDBFG's internal network, you should consider the sensitivity
and confidentiality of the information. All computer hardware, software,
email,
voicemail and internet accounts provided to employees are the property of
TDBFG
and may be monitored and accessed by authorized TDBFG representatives at
any
time. In addition, all information stored, processed or transmitted on any
TDBFG
system or network, or external system used by TDBFG to conduct business,
is
considered the property of TDBFG.
You
must exercise vigilance in protecting TDBFG systems against computer
viruses.
5)
Disclosure of TDBFG Information
TDBFG
is committed to providing timely, accurate and balanced disclosure of all
material information about TDBFG to the widest possible audience at all times,
and is also committed to transparency in its reporting to shareholders and
the
public. Employees, directors and all others who speak on behalf of TDBFG
are
required to comply with the TDBFG Disclosure
Policy.
6)
Appearance and Courtesy
To
customers, the individual employees with whom they come in direct contact
represent TDBFG. Some businesses in TDBFG have formal dress code policies,
and
you should abide by them if they apply in your particular business. In any
case,
your choice of work attire should be guided by what is appropriate for your
customers. It must be neat and clean and conform to the established dress
standards of your business, having regard to personal hygiene and grooming.
You
must be courteous and respectful in all dealings with the public and other
employees and in all other business relationships.
7)
Compliance with the Code of Conduct
A.
Your Responsibilities
Safeguarding
the reputation of TDBFG in general, and complying with this Code in particular,
is the responsibility of every employee and director of TDBFG, in every job
and
at every level, and at all times. If you become aware of or suspect any
violation of the Code by any employee, you have a responsibility to report
it
immediately to your manager, your business head, your Human Resources
relationship manager, your regional office, the Employee Ombuds Office, or
Corporate Security and Investigation, as the circumstances require. Should
you
become aware of or suspect any violation by an executive officer (other than
the
general counsel) or a director, it should be reported to the general counsel.
Any suspected violation by the general counsel should be reported to chief
executive officer. Failure to report any breach of the Code may have serious
consequences for you as well as for the offender.
B.
Failure to Comply
For
employees, compliance with this Code at all times is a condition of your
employment. Therefore, it is your responsibility to be aware of and understand
its provisions as well as other applicable TDBFG policies, including those
specifically identified in this Code. Failure of an employee to comply with
the
Code and those policies may result in disciplinary action up to and including
termination of employment. Directors of TDBFG are also required to comply
with
the Code. Failure of a director to comply with the Code will be dealt with
in
accordance with the policies and procedures of the Board of Directors of
TD
Bank.
C.
Other Requirements
The
Code does not attempt to deal specifically with all aspects of the conduct
required of TDBFG employees and directors. Situations may arise where it
is
difficult for you to determine with certainty the correct action to follow.
In
such an event, consult with a more senior TDBFG manager or your Human Resources
relationship manager (or in the case of a director, the general counsel),
so
that both TDBFG's and your interests are fully recognized and properly
served.
D.
Waivers
In
certain limited situations, TDBFG may waive application of the Code to employees
or directors. For employees (other than executive officers), any such waiver
requires the express approval of the general counsel as well as the executive
officer and Human Resources relationship manager responsible for that employee.
For executive officers and directors, any such waiver requires the express
approval of the Audit Committee of the Board of Directors of TD Bank. TDBFG
will
publicly disclose any such waiver granted to an executive officer or director,
in accordance with applicable legislation.
E.
Annual Attestation
TDBFG
requires an annual attestation from all employees and directors stating that
the
employee or director is aware of and has abided by this Code. For employees,
compliance with this requirement is a condition of continuing employment
with
TDBFG.