Royal Bank of Canada Management Proxy Circular
Now Available
TORONTO, February 4, 2013 - 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
and Special Meeting of Common Shareholders and Management
Proxy Circular for 2013. The circular is also available online
at rbc.com/governance.
The circular contains information about RBC's annual meeting,
scheduled to take place on Thursday, February 28, 2013 in
Calgary, including the election of directors, the appointment
of the bank's auditor and proposals from shareholders. The
circular also includes a detailed explanation of the board's
2012 performance evaluation and compensation decisions for
RBC President and Chief Executive Officer, Gordon Nixon, and
other named executive officers.
RBC delivered record earnings of $7.5 billion in 2012, up
17 per cent from the prior year, with a return on common equity
of 19.3 per cent and achieved a one-year total shareholder
return of 22 per cent*. Earnings from continuing operations
of $7.6 billion were up nine per cent from the prior year.
The board awarded Mr. Nixon total direct compensation of
$12.6 million for 2012. This includes $11.1 million of variable
compensation, of which 74 per cent is deferred. His compensation
was 12 per cent above the established target and reflects
the fact that Mr. Nixon met or exceeded a balanced combination
of financial, risk, strategic, client and employee objectives
for the year. RBC also met or exceeded the financial performance
objectives used to measure its progress against its medium-term
total shareholder return objectives, including exceeding return
on equity and diluted earnings per share growth.
"In 2012, RBC extended its leadership in Canada while
building on the momentum outside of its domestic market through
consistent execution of its diversified business strategy,"
said David O'Brien, chairman of the Board of Directors. "RBC
is well positioned to continue delivering shareholder value."
RBC further strengthened the alignment of compensation to
evolving best practices and shareholder interests. For example,
for 2012 RBC again reduced the weighting of stock options
in the mid-and long-term incentive mix for named executive
officers.
The board believes that shareholders should have a say on
its approach to compensation, and recommends that shareholders
approve the 'say-on-pay' advisory vote at the upcoming annual
meeting.
*(as at October 31, 2012)
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For more information, please contact:
Investors:
Karen McCarthy,
Investor Relations, RBC, 416 955-7809
Media:
Tanis Feasby, Financial
Communications, RBC, 416 955-5172
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