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Royal Bank of Canada management proxy circular now available
TORONTO, February 2, 2009 — Royal Bank of Canada
(RY on TSX and NYSE) today announced it has filed with securities
regulators and is mailing to shareholders its Notice of Annual
Meeting of Common Shareholders and Management Proxy Circular
for 2009. The document is also available online at www.rbc.com/governance.
In connection with the release of its management proxy circular,
RBC also announced that Gordon M. Nixon, President and CEO,
informed the Human Resources Committee of the Board of Directors
of his personal decision to forego his 2008 mid-term and long-term
compensation, which represents the majority of his variable
compensation for 2008. In addition, Mr. Nixon indicated he
will acquire shares of RBC for a value equivalent to the short-term
cash incentive payment made in December 2008. "I am proud
of the accomplishments and the performance of RBC, especially
relative to our global peers, but in light of the current
state of global markets and the challenges faced by so many
in Canada and around the world, I feel this decision is right
for both me and the Bank," Mr. Nixon said.
While the Committee continues to consider Mr. Nixon's 2008
compensation to be appropriate given the Bank's absolute and
relative performance last year, it accepts and respects his
decision.
RBC has been one of the world's top performing banks over
the past year. RBC reported earnings of over $4.5 billion
in 2008, the highest among its Canadian peer group, and reported
return on equity of 18%. Mr. Nixon said his decision to forego
this compensation was a personal one that was unrelated to
RBC's performance, which has and continues to be solid.
"I have confidence in the future performance of Canada
and RBC but feel my decision is appropriate at this time,"
said Mr. Nixon. "I believe as the global economic performance
turns around, RBC has significant opportunities given its
strong businesses and relative global strength. And as its
CEO and a significant shareholder, I would benefit from any
recovery."
Mr. Nixon will voluntarily forfeit both the mid-term incentive
compensation (Performance Deferred Share Units) and long-term
incentive compensation (10-year stock options) awarded in
December 2008. For the year ended October 31, 2008, Mr. Nixon
was awarded Performance Deferred Share Units valued at $2.75
million, as in prior years, and stock options valued at $2.2
million, down 20% from 2007. Mr. Nixon was also awarded short
-term incentive compensation of $2.4 million, down 40% from
the prior year. This amount was paid to Mr. Nixon in December
2008, and he will be acquiring RBC common shares for a value
equivalent to the net proceeds of this compensation.
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For further information
Jackie Braden, RBC Media Relations, 416-974-2124
Marcia Moffat, RBC Investor Relations, 416-955-7803
Bill Anderson, RBC Investor Relations, 416 955-7804
Caution Regarding Forward-Looking Statements
From time to time, we make written or
oral forward-looking statements within the meaning of certain
securities laws, including the "safe harbour" provisions
of the United States Private Securities Litigation Reform
Act of 1995 and any applicable Canadian securities legislation.
We may make forward-looking statements in this press release,
in other filings with Canadian regulators or the SEC, in reports
to shareholders and in other communications. Forward-looking
statements include, but are not limited to, statements relating
to our future performance and opportunities, and is presented
for the purpose of assisting shareholders in understanding
our financial performance and may not be appropriate for other
purposes. Forward-looking statements are typically identified
by words such as "believe," "expect,"
"intend" and similar expressions of future or conditional
verbs such as "will," "may," or "would."
By their very nature, forward-looking statements require us
to make assumptions and are subject to inherent risks and
uncertainties, which give rise to the possibility that our
beliefs and expectations will not prove accurate and that
our assumptions may not be correct. We caution readers not
to place undue reliance on these statements as a number of
important factors could cause our actual results to differ
materially from the expectations expressed in such forward-looking
statements. These factors include the impact of the market
environment, including the impact of the continuing volatility
in the financial markets and lack of liquidity in the credit
markets; general business and economic conditions in Canada,
the United States and other countries in which we conduct
business; changes in accounting standards, policies and estimates,
including changes in our estimates of provisions, allowances
and valuations; and the effects of changes in government fiscal,
monetary and other policies. We caution that the foregoing
list of important factors is not exhaustive and additional
information about these and other factors can be found in
our 2008 Annual Report to Shareholders. Except as required
by law, we do not undertake to update any forward-looking
statement, whether written or oral, that may be made from
time to time by us or on our behalf.
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