TD appoints its new internal auditor
TD Bank Undergoes Governance Overhaul Following AML Compliance Failures
TD Bank has announced significant board governance reforms in response to calls for an independent review triggered by anti-money laundering (AML) compliance failures. The bank has refreshed its board, tightened board term limits, and added experts in compliance, risk, and sustainability to align with global governance standards.
Keith Lam has been named acting chief U.S. auditor, reporting to Michelle Myers, who joined TD in 2022 from KPMG and is currently the bank's controller and chief accountant. The new global chief auditor will take office on Dec. 9.
Notably, independent director John MacIntyre has been appointed as the new board chair, effective September 1, 2025. MacIntyre brings extensive regulatory and capital markets experience, which supports TD's strengthened oversight and governance framework.
The bank has also seen turnover in the auditing and compliance departments, with a new chief compliance officer appointed in July. TD's CEO, Bharat Masrani, announced his retirement in September, paving the way for Raymond Chun to take the chief executive role.
The governance overhaul reflects TD’s commitment to enhanced board accountability, agility, and shareholder value creation while addressing heightened regulatory scrutiny and investor concerns. The changes aim to improve director accountability and competency for existing risks and emerging priorities like net zero.
In addition, TD has agreed to a $434 billion cap on its U.S. retail assets. However, an advocacy group has highlighted two separate assessments concluding that TD is falling short on its net-zero commitment.
In response to these concerns, Investors for Paris Compliance and Green Century Capital Management have requested an external review of TD's board governance policies and director selection criteria. The request aims to improve director accountability and competency for existing risks and emerging priorities like net zero.
TD has also agreed to pay $3.09 billion in penalties to the U.S. Justice Department and regulators over investigations into the bank's AML deficiencies. The Federal Reserve has ordered TD to conduct an independent review of the bank's board and management.
Anita O'Dell, the current global chief auditor, is retiring and will serve in an advisory role at TD until May 31, 2025. TD praised her professional rigor, strong governance mindset, commitment to diversity, and leadership roles in the Corporate Women in Leadership committee.
TD is committed to sound corporate governance and regularly reviews its practices and policies to align with legal and regulatory expectations and industry best practices. The bank's commitment to enhanced board accountability, agility, and shareholder value creation while addressing heightened regulatory scrutiny and investor concerns is evident in these recent changes.
The governance overhaul at TD Bank includes the addition of experts in compliance and risk, indicating a focus on reinforcing financial business operations in response to AML compliance failures. John MacIntyre, an independent director with extensive regulatory and capital markets experience, has been appointed as the new board chair, further emphasizing TD's commitment to enhanced board accountability and shareholder value creation.
