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Proxy Access Policy

The Board of Directors engaged in dialogue with various stakeholders, including the Canadian Coalition for Good Governance, and consulted with legal experts in developing our Proxy Access Policy.

The Policy provides a mechanism by which qualifying shareholders may submit director nominations to be included in our proxy circular and form of proxy. Our Policy generally aligns with the proxy access model most commonly adopted in the United States, as adjusted to conform to the Canadian legal and regulatory environment, and provides that:

  • a group of up to 20 shareholders,
  • owning shares for three years,
  • can nominate candidates for up to 20% of board positions. 

The Policy currently reflects an ownership threshold of 5% of outstanding shares to submit nominations, as this is the minimum threshold required by the Bank Act (Canada) to submit nominations for inclusion in the proxy circular.

The RBC Board has written to the Government of Canada’s Department of Finance, advocating amendments to the Bank Act which will permit the share ownership threshold in our Policy to be reduced to 3%.


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The Board of Directors believes that communication with shareholders is an important part of the governance process and encourages shareholders to express their views.

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