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Demonstrating leadership
These measures build on our previous governance initiatives, which include, among many others: |
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Ensuring independent leadership of the Board of Directors by being first among our peer companies to separate the positions of Chairman and Chief Executive Officer in 2001 |
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Adopting a policy limiting interlocking directorships of board members in 2002 |
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Permanently discontinuing grants under the Director Stock Option Plan in 2002 |
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Being among the first major Canadian companies to expense stock options in financial statements, which we have done since 2003 |
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Providing continuous educational material, presentations and programs to directors so they remain knowledgeable and informed about the ever-changing business and regulatory environment and the specialized and complex aspects of finance and our business operations. |
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Enhancing our disclosure
In keeping with our goals of continuously improving governance and providing greater transparency and simplicity in our communications, in recent years we have enhanced disclosure in our Management Proxy Circular, including: |
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More detail on the compensation paid to individual directors and their share ownership |
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Greater clarity on senior officers’ compensation relative to fiscal year performance |
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Three-year, easy-to-read overviews of named executive officers’ compensation |
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Aggregate compensation of top executives as a percentage of market capitalization and a percentage of net income after-tax |
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Comprehensive description of how the President and CEO’s compensation is determined, including performance metrics and weighting |
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Details of comparator companies used for benchmarking of both corporate performance and executive pay |
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Increased disclosure regarding executive pensions, including the impact of changes in interest rates, annual service cost, accrued obligation and value of retirement plans for top executives. |
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Important information about our governance practices
The following additional information on our governance practices is available at rbc.com/governance: |
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Our Statement of Corporate Governance Practices and Guidelines |
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Our Code of Conduct |
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The charters of our Board of Directors and each of its committees |
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Our Director Independence Policy |
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Position descriptions for the Chairman of the Board, the chairs of committees of the board, and the President and CEO |
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A summary of significant differences between the NYSE rules applicable to U.S.-listed companies and our governance practices as a non-U.S. issuer |
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Our Corporate Responsibility Report and Public Accountability Statement. |