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Royal Bank of Canada Management Proxy Circular now available
TORONTO, February 8, 2010 — 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 2010. The document is also available online
at www.rbc.com/governance.
The Circular contains information about the RBC annual meeting,
scheduled to take place on Wednesday, March 3, 2010 in Toronto,
including information related to the election of RBC directors,
the appointment of the bank's auditors and proposals from
shareholders.
The Circular also provides disclosure about changes and features
of compensation programs for employees and senior executives.
These programs demonstrate RBC's ongoing leadership in corporate
governance, and the alignment of our compensation programs
with risk management principles, shareholders' interests and
best practices. The key items include:
- A detailed description and explanation of compensation
programs in 2009 for RBC President and CEO Gordon M. Nixon,
RBC Chief Administration Officer and Chief Financial Officer
Janice Fukakusa and three highest paid executive officers;
- An evaluation of 2009 performance and compensation decisions
for the CEO. Nixon's total direct compensation was $10.4
million in 2009. All of his variable compensation valued
at $9 million was paid through deferred equity-based awards
with a minimum three-year deferral period. No cash bonus
was paid in 2009.
- Charts showing share ownership requirements and actual
share holdings for named executive officers. The CEO is
required to hold RBC shares valued at no less than eight
times his base salary. Nixon holds shares valued in excess
of 38 times his salary.
- A chart showing named executive officer compensation,
including the proportion of pay at-risk and deferred performance-based
pay. For all other named executive officers, between 66
per cent and 78 per cent of performance-based pay was deferred
through equity based awards.
- A new format three-year summary compensation table, which
shows Nixon's compensation for 2009, 2008 and 2007. This
chart includes equity awards of $4,950,000 awarded to Nixon
for 2008, which he subsequently made a personal decision
to forego.
- A chart showing the change in compensation for the CEO
and other named executive officers compared to the change
in total shareholder returns (TSR) over the past five years.
During the period, TSR grew at an annualized rate of 15.7
per cent, while compensation for the named executive officers
grew by an annualized rate of 12.8 per cent, reflecting
RBC's pay-for-performance philosophy.
- A description of changes made in 2009 to compensation
program design and compensation governance practices to
strengthen compensation risk management.
- An explanation of changes to senior executive compensation
programs in effect for 2010.
In 2009, RBC worked with the Canadian Coalition for Good
Governance (CCGG) and the Mouvement d'éducation et
de défense des actionnaires to implement a non-binding
advisory vote by shareholders on RBC's approach to executive
compensation. As a result, the Circular includes a recommendation
from the RBC Board of Directors that shareholders approve
an advisory resolution that would accept the approach to executive
compensation disclosed in the document.
Separately, RBC has provided on its website a summary of
its approach to compensation, in line with best practice recommendations
of the CCGG.
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For more information, please contact:
Investors:
Josie Merenda, Investor Relations, RBC (416) 955-7803,
josie.merenda@rbc.com
Media:
Gillian McArdle, Media Relations, RBC (416) 974-5506,
gillian.mcardle@rbc.com
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