(EN)
Board of Directors
| Board Member | Year1Disclaimer | Location | Position |
|---|---|---|---|
| Andrew A. Chisholm | 2016 | Toronto, Ontario | Corporate Director |
| Jacynthe Côté | 2014 | Montreal, Quebec | Corporate Director |
| Toos N. Daruvala | 2015 | New York, New York | Co-Chief Executive Officer, McKinsey Investment Office |
| David F. Denison, O.C., FCPA, FCA | 2012 | Toronto, Ontario | Corporate Director |
| Alice D. Laberge | 2005 | Vancouver, British Columbia | Corporate Director |
| Michael H. McCain | 2005 | Toronto, Ontario | President & Chief Executive Officer, Maple Leaf Foods Inc. |
| David McKay | 2014 | Toronto, Ontario | President and Chief Executive Officer, Royal Bank of Canada |
| Heather Munroe-Blum, O.C., O.Q., Ph.D., F.R.S.C. | 2011 | Montreal, Quebec | Emerita Principal and Vice-Chancellor (President), McGill University |
| Kathleen Taylor C.M. | 2001 | Toronto, Ontario | Chair of the Board, Royal Bank of Canada |
| Bridget A. van Kralingen | 2011 | New York, New York | Senior Vice President, Industry Platforms, IBM Corporation |
| Thierry Vandal | 2015 | New York, New York | President, Axium Infrastructure US Inc. |
| Frank M. Vettese | 2018 | Toronto, Ontario | Corporate Director |
| Jeffery W. Yabuki | 2017 | Fox Point, Wisconsin | President and Chief Executive Officer of Fiserv Inc. |
The date appearing after the name of each director indicates the year in which the individual became a director. The term of office of each director will expire at the next Annual Meeting of Common Shareholders.
Audit Committee
- D.F. Denison - Chair
- A.A. Chisholm
- J. Côté
- M.H. McCain
- F. Vettese
- J.W. Yabuki
Risk Committee
- T.N. Daruvala - Chair
- D.F. Denison
- A.D. Laberge
- H. Munroe-Blum
- B.A. van Kralingen
- T. Vandal
Governance Committee
- J. Côté - Chair
- A.A. Chisholm
- T.N. Daruvala
- A.D. Laberge
- J.W. Yabuki
Human Resources Committee
- T. Vandal - Chair
- M.H. McCain
- H. Munroe-Blum
- B.A. van Kralingen
- F. Vettese
- Charter of the Board of Directors(PDF)
- Non-executive Chair Mandate(PDF)
- Committee Chair Mandate(PDF)
- RBC Corporate Governance Framework (PDF)
- Management Proxy Circular (PDF)
- 2019 Statement of Corporate Governance Practices (PDF)
- Director Independence Policy (PDF)
- Majority Voting Policy (PDF)
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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%.
- Code of Conduct (PDF) - Accessible version available on request (Email)
- Corporate Governance Disclosure Required by NYSE Listed Company Manual (PDF)
- RBC Reporting Hotline (PDF)
- Corporate Citizenship Report (PDF)
- By-laws (PDF)
The Board of Directors believes that communication with shareholders is an important part of the governance process and encourages shareholders to express their views.
Contact the Board