Toronto-Dominion Bank/The

###### TD's Approach to Climate Governance

TD believes that strong Board and Executive oversight of climate-related issues is essential for assessing and managing potential impacts on our business strategies and financial performance. We have integrated climate-related risk and opportunity considerations into our existing governance structures and are focused on developing strong independent oversight of ESG risks.

###### TD's Climate Governance Framework

Board of Directors Approves TD's strategy and business objectives, and oversees the implementation, execution, and monitoring of performance, including progress related to TD's ESG strategy and objectives. The Board oversees risks and controls related to climate change issues affecting TD and its stakeholders, as well as the Bank's strategy to manage climate-related risks and opportunities. The Board also receives reporting on the progress of TD's Climate Action Plan (CAP).

###### Board Committees

###### Corporate Governance Committee (CGC)

Oversees and monitors alignment with our purpose and strategy, performance, and reporting on corporate responsibility for environmental and social (E&S) matters, including climate change

###### Risk Committee

Reviews and recommends our Risk Appetite Statement, and provides a forum for analysis of enterprise risk trends and current and emerging risks, including E&S risks

###### Human Resources Committee (HRC)

Oversees our people strategy, organization structure and compensation strategies, plans, policies, and practices to ensure they are consistent with the sustainable achievement of the Bank's business objectives, including those related to ESG. Determines compensation for members of the SET, including the integration and impact of ESG metrics on compensation awarded under the Executive Compensation Plan

###### Management Committees[4]

###### Audit Committee

Oversees financial reporting and disclosures, and the effectiveness of internal control systems and processes in the areas of reporting (financial, operational and risk) and operations

###### Sustainable Finance Executive Council

Mobilizes our sustainable finance efforts and engages teams across our organization to develop new products and services that align with TD's enterprise-wide ESG strategy

###### Enterprise Risk Management Committee (ERMC)

Oversees the management of major enterprise governance, risk, and control activities and promotes an integrated and effective risk management culture, including climate risk

###### Operational Risk Oversight Committee (OROC)

Oversees the identification, monitoring, and control of key risks within our operational risk profile

###### Enterprise Reputational Risk Committee (ERRC)

Oversees the management of reputational risk within our risk appetite and provides a forum for discussion, review, and escalation for nontraditional risks

###### ESG SET Forum

Provides oversight of ESG and climate strategy development

###### ESG Program Management & Executive Steering Committee (ESG PMC)

Provides direction and makes decisions related to the design and configuration of the elements that make up the Climate Target Operating Model (TOM); reviews the execution status of the ESG program including workstreams and projects in place to implement the CAP

###### ESG Disclosure Council

Supports the review and approval of ESG disclosures and plays a role in reviewing our financed emissions target disclosures

###### TD Lines of Business

###### Sustainability and Corporate Citizenship Group

Leads development of the enterprise climate strategy, provides enterprise guidance, analysis, and communication for CAP elements, champions their development and implementation within the enterprise and leads reporting and public

###### ESG Centre of Expertise (COE)

Brings together the experience, expertise, and talent of colleagues working on ESG issues across the enterprise to support the development and implementation of our ESG strategy centred around six hubs

###### ESG Central Office (part of ESG Risk Management)

Determines accountabilities and coordinates involvement of stakeholders to define the Climate TOM and leads work to identify and develop related implementation plans

###### ESRM (part of ESG Risk Management)

Identifies, assesses, and supports the effective management and reporting of our climate risks

###### ESG Credit Risk Group (part of ESG Risk Management)

Coordinates the incorporation of ESG and climate risks into our credit risk assessments at both the borrower and portfolio levels

###### Board of Directors Oversight

TD's Board of Directors is focused on creating sustainable growth and long-term value for our shareholders. The Board oversees the implementation of an effective risk culture and internal control framework across the enterprise. TD's Board of Directors and executives oversee E&S risk, and assess and manage potential impacts on the Bank's business strategies and financial performance. The Board continues to oversee E&S risk as one of the top and emerging risks for the Bank and receives periodic updates on the Bank's progress on E&S matters. As part of its mandate, the Board oversees the management of risks and controls related to climate change issues affecting TD and its stakeholders and the delivery of a strategy that manages climate-related risks and opportunities. This includes oversight of TD's efforts to help support the transition to a low-carbon economy.

The Board and its Committees carry out their mandate by providing oversight of the Bank's management of climate-related risks.

###### Board Engagement on Climate

**Board and Board**
**Committees**

**Examples of 2022 Engagement**

**Board of**
**Directors**

- Received updates on the Bank's Scope 3 financed emissions target-setting

- Participated in education sessions covering climate-related issues, coordinated by the Education, Knowledge Management & Communication Hub of the ESG COE. Topics included financed emissions target-setting, carbon markets, and carbon capture, utilization and storage

**CGC** - Received updates on setting and operationalizing financed emissions targets

- Monitored ESG-related risks and opportunities, including receiving presentations on stakeholder feedback and governance developments

- In the course of 24 meetings with institutional shareholders in 2022, the Board Chair and HRC Chair discussed ESG matters raised by shareholders

**Risk Committee** - Conducted regular reviews of TD's enterprise Risk Dashboard including E&S risk

- Received an update on a Bank of Canada-OSFI Climate Scenario Analysis Pilot

**HRC** - Considered the effectiveness of the link between ESG and executive compensation established for SET members in 2021 for fiscal year 2022

Received an update on climate-related disclosure standards and the role of assurance in ESG reporting

**Audit**
**Committee**

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###### Management Oversight

Roles and Responsibilities

At TD, the Chief Executive Officer (CEO) is ultimately accountable for the execution of the Bank's climate strategy, including the CAP. The ESG SET Forum, composed of senior executives from TD's business and corporate segments, provides oversight of ESG and climate strategy development. The Bank's various business-specific and enterprise risk committees are required to provide oversight and support management accountability by providing a platform to guide, challenge, and advise on existing and emerging E&S risks.

The Bank's work to integrate climate management capabilities into our lines of business is ongoing and is intended to reinforce ownership and accountability of climate risks and opportunities across the enterprise. Business and Corporate Segments are responsible for identifying, owning, and managing E&S risks within their respective areas. This includes incorporating E&S risk assessments into governance and business-as-usual processes, including, but not limited to, new clients, transactions and positions.

This year, we established our Enterprise Sustainable Finance team under the Sustainability and Corporate Citizenship group and appointed an Associate Vice President to lead the team. The Enterprise Sustainable Finance team shapes enterprise-wide, sector-focused strategies to support business opportunities aligned to TD's ESG focus areas, including a focus on the reduction of Scope 3 financed emissions. We also established the Enterprise Decarbonization team under the Sustainability and Corporate Citizenship group, appointing an Associate Vice President to lead the development of our enterprise decarbonization strategy and financed emissions accounting and target-setting work.

In 2022, the ESRM, ESG Credit Risk, and ECO teams were aligned under the leadership of the newly created role of Senior Vice President, ESG Risk Management. The ESRM team oversees climate risk identification, assessment, measurement, and monitoring and reporting through the ongoing development of risk frameworks, policies, internal processes, and tools. The ESG Credit Risk team is responsible for identifying, monitoring and addressing climate risk within the Bank's lending activities. The ECO team leads the development of the Climate TOM, which includes workstreams dedicated to the Bank's enterprise and risk strategy, and climate risk framework and identification. The ESG PMC provides oversight of these initiatives, including financed emissions calculations, operationalizing our GHG emissions targets and enterprise risk assessments. Bringing these teams together under the same leadership helps align our efforts, as we continue to build upon our risk management capabilities and integrate them across our lines of business.

We also established an ESG Financial Reporting team within the Bank's Finance division, which has a mandate to develop ESG financial reporting in line with evolving standards, including the design and implementation of internal governance and controls. Working closely with Sustainability and Corporate Citizenship and ESG Risk Management, the group is involved with advocating on topics related to ESG and climate-related financial reporting through various industry advocacy groups such as the Canadian Bankers Association.

TD's Climate Action Plan: TD's Transition plan to a low carbon economy Governance & Oversight - Board of Directors Oversight - Management Oversight [...] Implementation and Engagement Plan Building Our Capabilities Capturing Commercial Opportunities Supporting Economic Transition - Evolving our Operations and Systems - Products & Services - Engagement with Government, Regulators, and Standard-Setters - Enhancing Skills and Culture - Carbon Markets - Engagement with Industry-led Groups and Public Sector Organizations - Growing our Talent Pipeline - Investments - Thought Leadership - Engagement with Clients - Supply Chain - Community Support and the Just Transition [...] Developed our approach to climate advocacy for our Canadian business operations, which articulates TD's key areas of focus when engaging with government and regulators.

**Public Policy** In all jurisdictions where The Toronto-Dominion Bank and its subsidiaries (collectively known as "TD" or the "Bank") operate, we take an interest in major public policy issues that may impact our business, communities and society. These include issues identified in our annual materiality analysis, such as tax, financial access and inclusion, and affordable housing. Operating in a highly regulated industry, TD is especially affected by changes in financial services regulations and policies, and we are naturally concerned about helping to build a healthy and sustainable financial marketplace. We are committed to being transparent about our public policy interactions and political contributions, with all of these activities guided by our internal policies and procedures. In addition, the Corporate Governance Committee of the Board of Directors oversees the Bank's corporate responsibility strategy, performance and reporting on and management of the principal risks affecting the Bank's businesses, including reputational risk, and receives regular reports that include significant developments arising out of TD's public policy interactions. TD is committed to complying with all applicable reporting requirements related to its interactions with government officials and with all other laws, rules and regulations that govern such interactions. In addition to this, all active TD employees and directors are required to review and attest to compliance with TD's Code of Conduct and Ethics, which includes a section on Gifts and Entertainment, and complete training on the Code annually. **TD engages in public policy matters in a variety of ways:** - We monitor government activity, upcoming legislation and regulatory developments to keep abreast of relevant issues; - We dialogue with elected officials, public servants, regulators and advocacy organizations to engage them on TD's viewpoints; and - We participate in relevant policy development processes (e.g., public/industry consultations) by offering constructive ideas and expertise, with the aim of contributing to the development of sound policy solutions. Government Relations in Canada In Canada, TD's Government Relations group coordinates the Bank's dialogue with elected officials and public servants, as well as many of the Bank's relationships with industry associations and other advocacy organizations. TD's Regulatory Relations group coordinates the Bank's contact with both Canadian regulators and regulators in foreign jurisdictions other than the U.S. The majority of TD's interactions take place with the federal government, which has jurisdiction over all banking activities and many other financial services. TD's Lobbying Registration Compliance Policy complies with all federal lobbyist-reporting requirements and we report all activities to the Office of the Commissioner of Lobbying, as required. Government Relations in the U.S. In the U.S., the Regulatory Relationships and Government Affairs team manages the Bank's contact with regulators, elected officials and other government employees at the federal, state and local levels. In addition, the team coordinates the Bank's relationships with key trade associations. TD Bank, America's Most Convenient Bank® ("TD Bank N.A.") has a comprehensive Gifts and Entertainment Policy and we provide in-depth ethics training to employees who interact with government officials. **Relevant TD Policies** Lobbying Registration Compliance Policy (internal) Code of Conduct and Ethics (Part 3, Section K) Anti-Bribery and Anti-Corruption Policy Gifts & Entertainment Policy (U.S.) [...] All contributions from TD PAC to federal candidates are reported to the Federal Election Commission and are a matter of public record. Employee contributions to TD PAC that aggregate to $200 or more each year are reported as part of the public record. More information about TD PAC may be found on the Federal Election Commission database. A board of directors operating according to its articles of association governs TD PAC. This helps support accountability for proper administration and operation of TD PAC and reflects the importance of strong governance. During 2021, TD PAC contributed US$49,500 to 20 Members of Congress of both major political parties and two financial services industry PACs. TD PAC makes political contributions that are allowed by federal law and that are consistent with the Bank's strict guidelines for public policy activities and advocacy. No contributions are made to gain an unfair or inappropriate advantage.

TD's Sustainable Finance Executive Council (SFEC) plays an important role in mobilizing sustainable finance across the Bank and aligning sustainable finance opportunities with TD's enterprise-wide ESG strategy. [...] The Council is chaired by TD's Executive Vice President of Canadian Business Banking and includes 12 leaders who support sustainable finance within their respective business lines. The members of the Council promote initiatives that help support TD's ESG strategy and Climate Action Plan and provide banking expertise [...] Corporate Governance Committee – oversees and monitors TD's alignment with its purpose and its strategy, performance and reporting on corporate responsibility for Environmental and Social (E&S) matters, including updating the Board on ESG matters and keeping abreast of international trends and best practices in disclosure of ESG matters; develops and recommends to the Board corporate governance principles, including Code of Conduct and Ethics, to foster a healthy governance culture.

###### ESG Oversight

TDAM has a dedicated ESG Engagement Committee that oversees the firm's overall ESG strategy and integration efforts. The committee facilitates discussion around ESG issues, engagements and policy direction. The committee is made up of a diverse set of seasoned professionals and includes members of the investment management, external distribution, and investment risk teams. The committee meets on a quarterly basis, in addition to ad-hoc subcommittees where necessary.

The ESG Engagement Committee strives to ensure that the sustainable investment approach is implemented in accordance with the applicable mandate(s) and clearly communicated across the business. Committee members also collect feedback through engagement with clients and consultants, combining it with industry trends and research to inform TDAM's ESG strategy and engagement efforts.

The work of the ESG Engagement Committee is communicated to upper management, including the Chief Executive Officer, Chief Investment Officer and portfolio managers, all of whom serve critical roles in advancing sustainability across the firm and within applicable portfolios that TDAM manages.

TD's ESG Centre of Expertise (COE) was established in 2021 to bring together the experience, expertise and talent of colleagues working on ESG initiatives across the enterprise in order to coordinate and streamline efforts, and provide thought leadership to support decision-making. The COE uses its six-hub model to facilitate knowledge sharing, insights and coordination in key areas such as research, policies, risk management, and reporting, necessary to move defined ESG enterprise strategic deliverables forward, including advancing our Climate Action Plan. Together these hubs build on and help integrate the overall enterprise ESG strategy to meet increasing stakeholder expectations, oversee TD's strong ESG performance and disclosure processes, and lead external engagement on ESG matters. [...] TD believes that strong Board and executive oversight of climate-related issues is essential for assessing and managing potential impacts on our business strategies and financial performance. That is why we have integrated climate-related risk and opportunity considerations even further into our existing governance structures. [...] Board of Directors Approves TD's strategy and business objectives and oversees the implementation, execution and monitoring of performance, including with respect to TD's corporate citizenship and Environmental & Social (E&S) strategy and objectives. The Board also receives reporting on the progress of TD's Climate Action Plan. [...] ESG Central Office Determines accountabilities, and coordinates involvement, of stakeholders to define the Climate TOM and leads work to identify and develop related implementation plans [...] ESG Centre of Expertise Brings together the experience, expertise and talent of colleagues working on ESG issues across the enterprise to support the development and implementation of our ESG strategy centered around six hubs [...] Sustainability and Corporate Citizenship Group Leads development of enterprise climate strategy; provides enterprise guidance, analysis and communication for Climate Action Plan elements and champions their development and implementation within the enterprise e.g. leads reporting and public [...] Environmental & Social Risk Management Identifies, assesses and supports the effective management and reporting of our climate risks [...] ESG Credit Risk Group Coordinates the incorporation of ESG and climate risks into our credit risk assessments at both the borrower and portfolio levels [...] TD's Board of Directors is focused on creating sustainable growth and long-term value for our shareholders. The Board oversees the implementation of an effective risk culture and internal control framework across the enterprise. As part of its mandate, the Board oversees risks and controls related to climate change issues affecting TD and its stakeholders and the delivery of a strategy that manages climate-related risks and opportunities, including TD's efforts to help accelerate the transition to a low-carbon economy. Multiple governance bodies provide oversight over the Bank's management of climate-related risks, and thereby support the Board's overall mandate. In 2021, the Board's activities on climate change included: - Continued to oversee E&S as a Top and Emerging Risk for the Bank, requiring quarterly reporting to the Risk Committee and the Board - Received multiple updates on progress of the Bank's ESG activities and Climate Action Plan through the Corporate Governance Committee - Participated in education sessions covering climate-related issues, coordinated by the Education, Knowledge Management & Communication Hub of the ESG Centre for Expertise. The sessions were first presented to the Senior Executive Team (SET) and then provided to the full Board. Topics included financed emissions, the power and utilities landscape and Scope 3 financed emissions target setting, as well as carbon pricing and Canada's implementation framework. - TD's Chair of the Board and Chair of the HRC engaged many shareholders on the Bank's CAP, interim target setting, measurement and disclosure, and our sustainable finance opportunities [...] The Senior Vice President, Sustainability and Corporate Citizenship and the Executive Vice President, Non-Financial Risk Management have senior executive accountability for environmental and social strategy and risk management, respectively. The ESG SET Forum provides oversight over the Bank's CAP and other climate and ESG initiatives. The ECO helps define roles and responsibilities in the Bank's Climate TOM and contributes to the identification and development of implementation plans in line with our climate objectives. The ESG Central Office monitors and reports progress on the TOM on a monthly basis, and going forward, will update the SET and the Board on status and risks. The Leadership and Strategy Hub within the ESG COE supports all COE Hubs. The Leadership and Strategy Hub helps set TD's ESG agenda and strategy, including those for climate, by drawing on expertise and experience from across the enterprise. Updates on ESG strategy progress are regularly shared with the SET ESG Forum and the Board. The Bank's work to integrate climate management capabilities into each line of business to reinforce ownership and accountability of climate risks and opportunities across the enterprise is ongoing. Our enterprise strategy calls on each TD line of business to contribute to the management of climate risk through the development of climate strategies and action plans and this work is underway. Each of the Bank's business-specific and enterprise risk committees are involved in the monitoring, escalation and oversight of material ESG risks. [...] Case Study: Integrating ESG into Senior Executive Compensation TD's Executive Compensation Program is designed to reward executives for successfully executing the Bank's strategy, which includes executing on the Bank's climate change goals. In 2021, the Human Resources Committee approved a management proposal to formally integrate ESG metrics into the executive compensation package funding framework for the CEO and the SET. Under the updated framework, ESG metrics covering climate change, diversity and inclusion, and employee engagement were explicitly considered under the business performance factor directly affecting senior executive compensation. In 2021, the focus was on the milestones necessary to achieve the bank's Climate Action Plan and net-zero target, as well as establishing sustainable financial initiatives that further embed ESG in the bank's business strategies.

**Public Policy** In all jurisdictions where The Toronto-Dominion Bank and its subsidiaries (collectively known as "TD" or the "Bank") operate, we take an interest in major public policy issues that may impact our business, communities and society. These include issues identified in our annual materiality analysis, such as tax, financial access and inclusion, and affordable housing. Operating in a highly regulated industry, TD is especially affected by changes in financial services regulations and policies, and we are naturally concerned about helping to build a healthy and sustainable financial marketplace. We are committed to being transparent about our public policy interactions and political contributions, with all of these activities guided by our internal policies and procedures. In addition, the Corporate Governance Committee of the Board of Directors oversees the Bank's corporate responsibility strategy and performance, develops and recommends corporate governance principles to the Board, including the Code of Conduct and Ethics, and receives reports that include significant developments arising out of TD's public policy interactions. TD is committed to complying with all applicable reporting requirements related to its interactions with government officials and with all other laws, rules and regulations that govern such interactions. Rules regarding these interactions can be found in TD's Canadian Federal Lobbying and Registration Compliance Policy and Anti-Bribery and Anti-Corruption Policy. In addition to this, all active TD employees and directors are required to review and attest to compliance with TD's Code of Conduct and Ethics, which includes a section on Gifts and Entertainment and Political and Charitable Activity, and complete training on the Code annually. **TD engages in public policy matters in a variety of ways:** - We monitor government activity, upcoming legislation and regulatory developments to keep abreast of relevant issues; - We dialogue with elected officials, public servants, regulators and advocacy organizations to engage them on TD's viewpoints; and - We participate in relevant policy development processes (e.g., public/industry consultations) by offering constructive ideas and expertise, with the aim of contributing to the development of sound policy solutions. Government Relations in Canada In Canada, TD's Government Relations group coordinates the Bank's dialogue with elected officials and public servants, as well as many of the Bank's relationships with industry associations and other advocacy organizations. TD's Regulatory Relations group coordinates the Bank's contact with both Canadian regulators and regulators in foreign jurisdictions other than the U.S. The majority of TD's interactions take place with the federal government, which has jurisdiction over all banking activities and many other financial services. TD's Lobbying Registration Compliance Policy complies with all federal lobbyist-reporting requirements and we report all activities to the Office of the Commissioner of Lobbying, as required. Government Relations in the U.S. In the U.S., the Regulatory Relationships and Government Affairs team manages the Bank's contact with regulators, elected officials and other government employees at the federal, state and local levels. In addition, the team coordinates the Bank's relationships with key trade associations. TD Bank, America's Most Convenient Bank® ("TD Bank N.A.") has a comprehensive Gifts and Entertainment Policy, and we provide in-depth ethics training to employees who interact with government officials. **Relevant TD Policies** Lobbying Registration Compliance Policy (internal) [Code of Conduct and Ethics (Part 3, Section K)](https://www.td.com/content/dam/tdcom/canada/about-td/pdf/2024-code-conduct-ethics-en.pdf) Anti-Bribery and Anti-Corruption Policy Gifts & Entertainment Policy (U.S.)

Our Environmental and Social (E&S) risk governance structure emphasizes and balances strong independent oversight of E&S risks by Risk Management. In addition, we have governance processes in place to meet applicable regulatory and policy requirements, as well as the Bank's sustainability commitments. The Bank also pursues sustainable finance opportunities by supporting our clients' evolving financial needs. The Sustainable Finance Executive Council (SFEC), which consists of the senior executives from across TD, oversees the Bank's strategy and work on sustainable finance. In addition, the Enterprise Sustainable Finance team within Sustainability & Corporate Citizenship develops Bank-wide strategies that aim to support business opportunities and progress in the focus areas of TD's Sustainability Framework. [...] Maintaining and refining our governance framework helps to ensure that climate-related opportunities are identified and assessed, and that climate-related risks are identified, mitigated and elevated to key Committees and/or management groups as needed. All of these key aspects are steps to building a strong governance culture. [...] Provided updates to the Board and its Committees on climate-related issues. [...] We believe that strong Board and executive-level oversight of climate-related risks and opportunities is needed for assessing and managing potential impacts on our business strategies and financial performance. As a result, we have integrated the oversight, assessment, and management of climate-related risks and opportunities into our existing governance structures. [...] Our ESG Senior Executive Team (SET) Forum oversees sustainability and climate strategy development, and Kenn Lalonde, Senior Executive Vice President and Chief Human Resources Officer, and Ajai Bambawale, Group Head and Chief Risk Officer, are responsible for executive oversight of TD's sustainability strategy and ESG Risk Management, respectively. [...] The Board and its Committees carry out their mandate by providing oversight of the Bank's management of both climate-related risks and opportunities. [...] The Board and its Committees receive progress updates on TD's Climate Action Plan. [...] At TD, the Chief Executive Officer (CEO) is ultimately accountable for the execution of our Climate Action Plan. The ESG SET Forum, which consists of senior executives from our lines of business and corporate functions, provides oversight of sustainability (including climate) strategy development. We also look to our Management Committees, Forums and Councils to provide oversight and to support management accountability for our Climate Action Plan. These Management Committees, Forums and Councils provide relevant platforms to guide, challenge, and advise on existing and emerging E&S (including climate) risks and opportunities. [...] Our corporate functions and lines of business work together to help implement and operationalize our Climate Action Plan. These groups are also responsible for identifying, owning, and managing E&S risks in their respective areas. This includes incorporating E&S risk assessments into governance and business-as-usual processes, including those for new clients and transactions. [...] TD Corporate Functions and Lines of Business are responsible for the following: - Identifying, owning, reporting and managing E&S risks, including climate risk, within their respective areas (e.g., incorporating E&S risk assessments into governance processes). - Working with S&CC and ESG Risk Management to develop and track ESG-related objectives and metrics. - Supporting the Bank's climate goals by coordinating efforts to deliver ESG products, services and programs, through our Sustainable Finance Executive Council. [...] Launched a new advocacy framework that coordinates climate-related advocacy across the Bank and articulates key focus areas for engaging with governments and regulators. [...] We launched an ESG Advocacy Executive Forum, which brings together executives from across the Bank to align on advocacy activities and facilitate co-ordination of our engagement efforts. We also developed an internal inventory to track our various advocacy efforts and inform our approach and priority areas for engagement.

Our 2030 net-zero targets and approach have been approved by an expert committee at our highest executive levels, with oversight from our Board of Directors. In addition to the work of the Corporate Governance Committee in overseeing the Bank's ESG activities and Climate Action Plan, our Board of Directors has provided ongoing oversight over TD's target-setting journey including considering presentations from business leaders regarding the challenges and opportunities of the road ahead. [...] As noted above, our 2030 net-zero targets and approach have been approved by an expert committee at our highest executive levels, with oversight from our Board of Directors.

###### Governance and Oversight

We recognize the importance of governance structures with regards to the oversight of climate risks and opportunities within our core business of investment management. For that reason, in 2021 TDAM formally included climate change as a standalone focus area within our overall sustainable investing approach and governance structures. At TDAM, governance of sustainable investing starts with our Chief Executive Officer (CEO), who is responsible for establishing and maintaining progress on overall strategic priorities for TDAM. Climate-related items of strategic importance are brought before TDAM's Operating Committee, which consists of executive leaders from across TDAM.

TDAM's Chief Investment Officer (CIO) and the Head of ESG Research and Engagement (ESG R&E) have executive accountability for climate strategy and risk management within the investment function as part of their broader sustainable investing responsibilities. The components of TDAM's ESG governance are further described below.

###### TDAM's ESG R&E Team

The mandate of TDAM's ESG R&E team includes supporting the investment teams and providing subject matter expertise; leading the firm's proxy voting activities, including developing the firm's proxy voting guidelines; leading the firm's ESG-specific engagement efforts, including dedicated engagements with companies on our annual focus list; providing research and thought leadership, often in collaboration with colleagues from the investment team; advising on the development of proposed ESG-focused funds; acting as ESG subject matter experts within the firm and conducting knowledge sharing sessions with other teams across the firm; and leading the firm's climate change-related investment R&E activities.

###### TDAM's ESG Committee

TDAM has a dedicated ESG Committee that oversees the firm's overall sustainable investing strategy and integration efforts. The committee facilitates discussion around ESG issues, engagements and policy direction. The ESG Committee includes members of the investment management, external distribution and investment risk teams. The ESG Committee meets on a quarterly basis, in addition to ad hoc meetings, where necessary. Items that require additional discussion are escalated to TDAM's Operating Committee and TDAM's Risk Committee.

The ESG Committee strives to ensure that the sustainable investment approach is implemented in accordance with the applicable mandate(s) and clearly communicated across the business. The work of the ESG Committee is communicated to senior management, including the CEO, CIO and portfolio managers, all of whom serve critical roles in advancing sustainability across the firm and within applicable portfolios that TDAM manages.

The purpose of TDAM's ESG Committee is to:

- Establish TDAM's firm-wide sustainable investing approach, policies, objectives and commitments to applicable strategies.

- Provide advice and oversight of TDAM's sustainable investing approach and policies.

- Define sustainable investing objectives, track progress and monitor effectiveness of stated approaches and commitments.

- Act as a liaison with The Toronto-Dominion Bank (TD) to align, as appropriate, with TD's ESG policies, given TDAM's fiduciary responsibility to its clients and its investment obligations and objectives.

The ESG Committee has sub-committees that oversee the workings of underlying functions where relevant, such as the Proxy Voting Sub-Committee and the Alternatives ESG Committee. The ESG Committee supports the creation of working groups on different areas of implementation on an as-needed basis. The ESG Committee is chaired by the Head of ESG R&E with the CIO as an ex-officio member.

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Proxy voting at TDAM is overseen and governed by its dedicated Proxy Voting Sub-Committee. The Proxy Voting Sub-Committee is responsible for reviewing and approving TDAM's proxy voting guidelines and its custom voting instructions on ESG issues, identifying key or emerging proxy issues and deliberating and deciding on any deviations or overrides of TDAM's vote recommendations. The Proxy Voting Sub-Committee is comprised of members from TDAM's public equities and ESG teams, including the CIO, Head of Equities and Head of ESG R&E.

###### Alternative Investments ESG Committee

The mandate of the Alternative Investments ESG Committee, a sub-committee of the TDAM ESG Committee, is to:

- Provide advice and oversight of TDAM's alternative investments ESG approach, strategies, policies, objectives and commitments.

- Define and approve alternative asset class ESG priorities.

- Track progress and monitor effectiveness of stated objectives and commitments.

- Review and approve updates that will be provided on an as-needed basis to the TDAM ESG Committee, which the Alternative Investments ESG Committee reports into.

- Act as a decision-making body for significant alternative-investments-focused ESG initiatives and budgetary approvals.

TD Bank Group - Climate Change 2022 [...] TD Bank Group ESG Report 2021 [...] TD Bank Group has a Lobbying Registration Compliance Policy (internal); Anti-Bribery and Anti-Corruption Policy; and Gifts & Entertainment Policy (U.S.); all of which govern engagement activities including those that are climate related. TD Insurance: • TD Insurance (TDI) established its Advisory Board on Climate Change in 2019 to help guide its efforts to address climate change. • In addition to the work we do to support TD Bank Group's sustainable finance activities, at TD Insurance we have established a Sustainability Governance Committee. The Committee comprises leaders from across TD Insurance that work to embed the PSI and ESG considerations into our operational framework. • Climate Risk Appetite Taskforce: To provide appropriate management of TD Insurance's climate-related risks, we formed a taskforce comprising leaders from areas of the business that manage components of our organization-wide risk management strategy. The taskforce reviews the findings in the UN's latest report on the impacts of climate change and makes recommendations as to how TDI should address those risks in the near-, medium- and long-term. • Lobbying is tracked and measured by the Environment, Government & Industry Relations team and reviewed with the support of our legal team.

Describe the process(es) your organization has in place to ensure that your engagement activities are consistent with your overall climate change strategy[…]TD Bank Group:
• TD participates in consultations on various climate related proposals by regulatory bodies and standard setters primarily through industry associations, such as the Canadian Bankers Association (CBA) (Canada) and the Bank Policy Institute (BPI) (US), as well as other industry groups for which TD is a member of (i.e., IIF, SIFMA, RMA, IIB, etc.). Stakeholders from relevant areas of the bank are engaged in these consultations, including but not limited to TD Environment, Risk, Finance, etc. to ensure alignment with our climate strategy and milestones in our Climate Target Operating Model (TOM).
• TD is a member of the Sustainable Finance Action Council ("SFAC"). SFAC was established in May 2021, and brings together financial sector expertise to provide input on the foundational market infrastructure required for a stable and reliable, sustainable finance market in Canada that will boost investor confidence and drive economic growth,
• TD Bank group has a Lobbying Registration Compliance Policy (internal); Anti-Bribery and Anti-Corruption Policy; and Gifts & Entertainment Policy (U.S.); all of which govern engagement activities including those that are climate related.

TD Insurance:
• TD Insurance (TDI) established its Advisory Board on Climate Change in 2019 to help guide its efforts to address climate change.
• In addition to the work we do to support TD Bank Group's sustainable finance activities, at TD Insurance we have established a Sustainability Governance Committee. The Committee comprises leaders from across TD Insurance that work to embed the PSI and ESG considerations into our operational framework.
• Climate Risk Appetite Taskforce: To provide appropriate management of TD Insurance's climate-related risks, we formed a taskforce comprising leaders from areas of the business that manage components of our organization-wide risk management strategy. The taskforce reviews the findings in the UN's latest report on the impacts of climate change and makes recommendations as to how TDI should address those risks in the near-, medium- and long-term.
• Lobbying is tracked and measured by the Environment, Government & Industry Relations team and reviewed with the support of our legal team.

Does your organization have a public commitment or position statement to conduct your engagement activities in line with the goals of the Paris Agreement?[…]Yes