Director Compensation

1. Board Retainer

Director compensation is paid only to non-employee directors.

Annual Board Retainer
($145,000 paid in Director Deferred Share Units (DDSUs) or common shares)                  
Non-Executive Chairman Annual Retainer    
($170,000 paid in DDSUs or common shares)                                                                      

Annual Committee Chair Retainers

Audit and Conduct Review Committee $50,000
Risk Committee $50,000
Human Resources Committee $50,000
Corporate Governance Committee $35,000
Annual Travel Fee – paid to directors whose principal residence is 300 km or more from
Toronto or whose principal residence is outside of Canada

2. Share Ownership Guidelines

The minimum equity ownership level for the :

·         Director is $725,000

·         Non–Executive Chairman is $850,000

Directors have 5 years from November 1, 2016, or the date of their appointment, as applicable, within which to reach this level.

3. By-law No. 1 - Section 3.131

Compensation - For each financial year, a sum not exceeding $5,000,000 may be taken by the Board from the funds of the Bank as remuneration for their services as Directors, and the Directors may from time to time apportion the same among themselves in such manner as they shall think fit. The Directors shall also be entitled to be reimbursed for travelling and other expenses properly incurred by them in attending meetings of the Board, of any Committee of the Board, or of Shareholders