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The Committee will review management's plans for engaging the RPA to perform all audit and non-audit services during the year. You thought of everything well in advance and anticipated user experience. But if we dial down to specifics:. The Committee will meet privately with the RPA, no less than annually, to inquire as to any of the RPA's greatest concerns that have not been raised or covered elsewhere.

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Appoint the RPA, determine its compensation, oversee its work and assess its performance on an ongoing basis. Review appointment of Managing Director, General Auditor and assess his or her performance on an ongoing basis. The RPA will report directly to the Committee. The Committee will obtain assessments of the performance of the RPA from the Managing Director, General Auditor and other appropriate management representatives.

The Committee will discuss with management the timing and process for the rotation of RPA engagement team partners. The Committee will be responsible for reviewing any disclosed relationships that may impact the objectivity and independence of the RPA and will be responsible for undertaking appropriate action, if necessary, in response to the RPA's report to satisfy itself of the RPA's independence.

The Committee will also review management's evaluation of the factors related to the independence of the RPA. The Committee will obtain, review, and evaluate, at least annually, a report by the RPA describing the RPA's internal quality control procedures, any material issues raised by the most recent internal quality control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and to assess the RPA's independence all relationships between the independent auditor and the Corporation.

The Committee will review management's plans for engaging the RPA to perform all audit and non-audit services during the year. The engagement of the RPA to perform any audit or non-audit services will be subject to the prior approval of the Committee. The Committee will take appropriate actions to ensure that the RPA has not been engaged to perform any non-audit services that are prohibited under applicable statutes, rules and regulations.

The Committee may delegate to one or more of its members the authority to grant the pre-approval of services, so long as any such approvals are presented to the Committee at its next meeting. The Committee will review the appointment and any dismissal of the Managing Director, General Auditor. The Committee will annually review the compensation and approve the performance evaluation of the Managing Director, General Auditor after consulting with those executive officers of the Corporation who the Committee deems appropriate.

Review the Corporation's financial statements, review the RPA's audit findings, review Corporate Audit's audit findings, and oversee the financial and regulatory reporting processes.

The Committee will review and discuss, as deemed appropriate, the Corporation's earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies with management and the RPA prior to the release of earnings. The Committee will meet to review and discuss the Corporation's annual audited and quarterly financial statements with management and the RPA in conjunction with the Corporation filing its periodic reports containing such financial statements with the SEC, including the K and Qs and Management's Discussion and Analysis of Financial Condition and Results of Operation section of the reports.

The Committee will inquire from management and the RPA as to, and request an explanation of, any changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, Securities and Exchange Commission, FINRA or other governing bodies and self-regulatory organizations that have an effect on, or oversight of, the financial statements of the Corporation.

The Committee will review the significant reports to management prepared by the internal auditing department and management's responses. The Committee will review the reports to the Committee prepared by the RPA regarding critical accounting policies and practices, alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, the treatment preferred by the RPA, and other material written communications between the RPA and management.

The Committee will meet privately with the RPA, no less than annually, to inquire as to any of the RPA's greatest concerns that have not been raised or covered elsewhere.

The Committee will review the letter s of management representations given to the RPA and inquire whether the RPA encountered any difficulties in obtaining the letter s or any specific representations therein. The Committee will discuss with management and the RPA the substance of any significant issues raised by in-house and outside counsel concerning litigation, contingencies, claims or assessments.

The Committee will assess the adequacy of the disclosure of such matters in the Corporation's financial statements and periodic reports. The Committee will establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters and for the confidential and anonymous submission, by employees of the Corporation, of concerns regarding questionable accounting or auditing matters.

The Committee will review the determination by the Corporation's Director of Corporate Tax of the status of the open years on federal and state income tax returns and whether there are any significant items that have been or might be challenged by the IRS or State s , and review the status of the related tax reserves. The Committee will inquire of management and the RPA if there were any significant financial reporting issues discussed during the accounting period reported.

The Committee will resolve any such disagreements. Securities and Exchange Commission. Milestones in TD Ameritrade history". Reclaim Your Nest Egg: Take Control of Your Financial Future. The New York Times. The Wall Street Journal. American City Business Journals. The Globe and Mail. TD Ameritrade Holding Corporation. Retrieved 12 March New York Daily News.

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