Exhibit 99.1

Caution regarding forward-looking statements

From time to time, Royal Bank of Canada and its subsidiaries (collectively, RBC, the bank, we, us or our) 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 management proxy circular (circular), in other filings with Canadian regulators or the U.S. Securities and Exchange Commission, in reports to shareholders, and in other communications. In addition, our representatives may communicate forward-looking statements orally to analysts, investors, the media and others. Forward-looking statements in this circular include, but are not limited to, statements relating to the expected timing and business of the annual meeting of shareholders, our approach to compensation, our approach to managing environmental, social and governance (ESG) matters, including our ESG-related objectives, vision, commitments, goals, metrics and, targets (including our diversity goals, our initial 2030 interim emissions reduction targets (interim targets) and our ultimate goal of achieving net-zero in our lending by 2050, our commitment to help our clients as they transition to net-zero, our commitment to advance net-zero leadership in our own operations and our Purpose Framework), our strategies to identify, mitigate and adapt to ESG-related risks, our approach to ESG-related opportunities, the risk environment and the effectiveness of our risk monitoring and statements made by our President and Chief Executive Officer and our Chair of the Board. The forward-looking statements contained in this circular represent the views of management and are presented for the purpose of assisting our stakeholders in understanding our vision, commitments, goals and targets, as well as the ways we intend to address ESG matters, and may not be appropriate for other purposes. Forward-looking statements are typically identified by words such as “believe”, “expect”, “expectation”, “aim”, “achieve”, “suggest”, “seek”, “foresee”, “forecast”, “schedule”, “anticipate”, “intend”, “estimate”, “goal”, “strive”, “commit”, “target”, “objective”, “plan”, “outlook”, “timeline” and “project” and similar expressions of future or conditional verbs such as “will”, “may”, “might”, “should”, “could”, “can”, “would” or negative or grammatical variations thereof.

By their very nature, forward-looking statements require us to make assumptions and are subject to inherent risks and uncertainties, both general and specific in nature, which give rise to the possibility that our predictions, forecasts, projections, expectations or conclusions will not prove to be accurate, that our assumptions may not be correct, that our ESG-related or other objectives, vision and strategic goals will not be achieved, and that our actual results may differ materially from such predictions, forecasts, projections, expectations or conclusions.

We caution readers not to place undue reliance on our forward-looking statements as a number of risk factors could cause our actual results to differ materially from the expectations expressed in such forward-looking statements. These factors – many of which are beyond our control and the effects of which can be difficult to predict – include, but are not limited to, the need for more and better ESG-related data and standardization of ESG-related measurements and methodologies (including climate data, diversity metrics, and social indicators); climate-related conditions and weather events; the need for active and continuing participation and action of various stakeholders (including governmental and non-governmental organizations, other financial institutions, businesses and individuals); technological advancements; the evolution of consumer behaviour; evolving social views on ESG-related topics; varying decarbonization efforts across economies; the need for thoughtful climate policies around the world; the challenges of balancing emission reduction targets with an orderly and inclusive transition and geopolitical factors that impact global energy needs; our ability to gather, analyze and verify data; our ability to successfully implement various initiatives (including ESG-related initiatives) throughout the bank under expected time frames, the risk that initiatives will not be completed within a specified period, or at all, or with the results or outcome as originally expected or anticipated by the bank; the compliance of various third parties with agreements, our policies and procedures and their commitments to us; financial market conditions; our business operations; our financial results, condition and objectives; regulatory compliance (which could lead to us being subject to various legal and regulatory proceedings, the potential outcome of which could include regulatory restrictions, penalties and fines); and cyber, strategic, reputation, legal and regulatory environment, competitive, model and systemic risks and other risks discussed in the risk sections of our annual report for the year ended October 31, 2023 (2023 annual report) and the Risk management section of our quarterly report to shareholders for the three-month period ended January 31, 2024 (Q1 2024 report to shareholders). Additional factors that could cause actual results to differ materially from the expectations in such forward-looking statements can be found in the risk sections of our 2023 annual report, as may be updated by subsequent quarterly reports.

We caution that the foregoing list of risk factors is not exhaustive and other factors could also adversely affect our results. When relying on our forward-looking statements to make decisions with respect to us, investors and others should carefully consider the foregoing factors and other uncertainties and potential events, as well as the inherent uncertainty of forward-looking statements.

Material economic assumptions underlying the forward-looking statements contained in this circular are set out in the Economic, market and regulatory review and outlook section and for each business segment under the Strategic priorities and Outlook headings in our 2023 annual report, as updated by the Economic, market and regulatory review and outlook section of our Q1 2024 report to shareholders and as may be updated further by subsequent quarterly reports. 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.

Additional information about these and other factors can be found in the risk sections of our 2023 annual report and in the Risk management section of our Q1 2024 report to shareholders, which may be updated further by subsequent quarterly reports.

Please see the reverse of the back cover of this circular for an important notice regarding information in this circular about RBC’s ESG-related (including climate- and diversity-related) objectives, vision, commitments, goals, metrics and targets.

 

 

Royal Bank of Canada

 

 

 

Royal Bank of Canada

Notice of annual meeting of common shareholders

 

 

By order of the board of directors,

 

 

Karen McCarthy

Senior Vice-President, Associate General Counsel and Secretary

February 13, 2024

 

		Your vote is important!   We encourage you to read the proxy circular before exercising your vote.   Unless you intend to vote at the meeting, please vote as early as possible so your RBC common shares are represented at the meeting. Computershare Trust Company of Canada, our transfer agent, must receive your vote no later than 1:00 p.m. (Eastern Time) on Tuesday, April 9, 2024.   See pages 8 to 10 of the proxy circular for detailed instructions on how to vote.

 

 

1

Royal Bank of Canada

 

 

 

Fellow shareholders,   We are pleased to invite you to this year’s annual meeting, which will be held on April 11, 2024, at 9:30 a.m. (Eastern Time).

 

 

 

2

Royal Bank of Canada

 

 

 

 

 

Jacynthe Côté Chair of the Board		Dave McKay President and Chief Executive Officer

 

1	Sustainable finance refers to financial activities that take into account environmental, social and governance factors.

2	Available at rbc.com/esgreporting.

3	Additional information about the Client Engagement Approach on Climate – Energy Sector is available at the end of Schedule A.

4	Kantar BrandZ Most Valuable Global Brands.

 

 

3

Royal Bank of Canada

 

 

 

Delivery of meeting materials

 

 

 

4

Royal Bank of Canada

 

 

 

 

 

 

 

 

 

 

5

Royal Bank of Canada

 

 

 

Management proxy circular

 

What’s inside

 

The annual meeting
Business of the meeting			7
Voting questions and answers			8
Attending the meeting online			10
Attending the meeting in person			11
Directors			12
The nominees			12
Skills and competencies			20
Director compensation			21

 

 

 

 

 

 

7

Royal Bank of Canada

The annual meeting

 

 

 

Business of the meeting

 

■		Receive our financial statements and related auditor’s reports

The consolidated financial statements and management discussion and analysis for the years ended October 31, 2023 and 2022, together with the auditor’s reports on those financial statements, are in our 2023 annual report at rbc.com/annualmeetings and on Computershare’s website at envisionreports.com/RBC2024; SEDAR at sedarplus.ca and EDGAR at sec.gov/edgar.

 

■		Elect directors

13 nominees are standing for election as directors of RBC. See pages 12 to 20 of this circular for more information on the nominees. Each director will be elected to hold office until the next annual meeting of shareholders. All of the nominees are currently RBC directors.

 

 

The board recommends voting FOR each nominee.

 

■		Appoint our auditor

The board proposes the appointment of PricewaterhouseCoopers LLP (PwC) as our auditor until the next annual meeting of shareholders. Representatives from PwC will be at the meeting to answer your questions. A description of fees paid to our auditor can be found on pages 48 to 49 of this circular.

 

 

The board recommends voting FOR PwC as our auditor.

 

■		Have a say on our approach to executive compensation

Shareholder input is a key aspect of our engagement process, which includes inviting you to have your say on our approach to executive compensation.

If you have any comments or questions about our approach to executive compensation, please contact the chair of the board using the contact information on the back cover of this circular. Please review the section on executive compensation starting on page 53 of this circular, where we describe our approach.

More specifically, the board of directors recommends approving the following advisory resolution:

“RESOLVED, on an advisory basis and not to diminish the role and responsibilities of the board of directors that the shareholders accept the approach to executive compensation disclosed in the management proxy circular delivered in advance of the 2024 annual meeting of common shareholders.”

While this vote is advisory and non-binding, the board will consider the result in future compensation planning.

 

 

The board recommends voting FOR our approach to executive compensation.

 

■		Consider shareholder proposals

The shareholder proposals are set out in Schedule A to this circular starting on page 100.

 

 

The board recommends voting AGAINST each proposal for the reasons noted in the board’s responses.

Shareholder proposals for next year’s annual meeting must be submitted by 5:00 p.m. (Eastern Time) on November 15, 2024.

 

 

8

Royal Bank of Canada

The annual meeting

 

 

 

Voting questions and answers

Who can vote?

 

 

Each share gives you one vote, subject to the voting restrictions explained below.

You have the right to vote if you owned common shares on the record date, February 13, 2024. There were 1,408,912,783 outstanding shares that were eligible to vote on that date.

Who cannot vote?

Shares cannot be voted if they are beneficially owned by:

 

•

the Canadian government or any of its agencies

 

•

a provincial government or any of its agencies

 

•

the government of a foreign country, any political subdivision of a foreign country or any of its agencies

 

•

any person who has acquired more than 10% of any class of our shares without the approval of the Minister of Finance, or

 

•

any person, or any entity controlled by one of the persons listed above, that represents, in aggregate, more than 20% of the eligible votes.

As of February 13, 2024, management and the board are unaware of any person who owns or exercises control or direction over more than 10% of our outstanding shares.

How does voting work?

 

 

You can vote your shares by proxy or at the meeting.

A simple majority of the votes cast by proxy or at the meeting will constitute approval of matters voted on at the annual meeting.

Is my vote confidential?

 

 

Yes, your vote is confidential.

To keep your vote confidential, our transfer agent, Computershare, counts all the proxies and does not provide any individual voting information to RBC unless a shareholder clearly intends to communicate their individual position to the board or management or Computershare is legally required to provide this information.

If you submit your vote using the voting instruction form, your intermediary will tabulate your form and communicate only the result of each vote to Computershare.

How do I vote?

There are two ways you can vote: by proxy or at the meeting either online or in person. Shareholders are strongly encouraged to submit their votes in advance of the meeting. Please follow the instructions below based on whether you are a non-registered (beneficial) shareholder or a registered shareholder.

 

Non-registered (beneficial) shareholders   An intermediary such as a securities broker, trustee or financial institution holds your shares. Your intermediary sent you a voting instruction form.						Registered shareholders   Your shares are registered directly in your name with our transfer agent, Computershare. A form of proxy was included in your package.

 

 

9

Royal Bank of Canada

The annual meeting

 

 

 

Voting by proxy before the meeting
Non-registered (beneficial) shareholders						Registered shareholders
Provide your instructions in one of these ways:						Provide your instructions in one of these ways:
		Visit proxyvote.com and enter your 16-digit control number listed on the enclosed voting instruction form.   English: 1-800-474-7493 French: 1-800-474-7501   Complete your voting instruction form and return it by mail in the envelope provided.						Visit investorvote.com and enter your 15-digit control number listed on the enclosed form of proxy.   Complete your form of proxy and return it by mail in the envelope provided.   Fax your completed form of proxy to: Canada/U.S.: 1-866-249-7775 International: 416-263-9524
Changed your mind?						Changed your mind?
If you have already sent your completed voting instruction form to your intermediary and you change your mind about your voting instructions, contact your intermediary immediately.						You may revoke your proxy by:   • delivering a written notice to the secretary, or   • completing, signing and returning a new proxy form bearing a later date than the form already returned to Computershare.   The written notice or new proxy form must be received no later than 1:00 p.m. (Eastern Time) on Tuesday, April 9, 2024.
Attending the meeting yourself and voting at the meeting
Non-registered (beneficial) shareholders						Registered shareholders
• Write your own name in the space provided on your voting instruction form to instruct your intermediary to appoint you as proxyholder.   • Sign and return the voting instruction form according to the delivery instructions provided.   • Do not complete the instructions section of the voting instruction form as you will be attending and voting online or in person at the meeting.   • If attending the meeting online, you must also register yourself as your proxyholder with Computershare, as described below under “Appointing a proxyholder to represent you and vote at the meeting”. Failure to do so will mean you will be unable to participate or vote online.   • If attending the meeting in person, please check-in at the registration desk with our transfer agent, Computershare, when you arrive at the meeting.   Non-registered (beneficial) shareholders who have not duly appointed themselves as proxyholder will not be able to vote or participate at the meeting.						• Do not complete or return your form of proxy as you will be voting at the meeting.   • If attending the meeting online, log in online as a registered shareholder as described below under “Attending the meeting online”.   • If attending the meeting in person, please check-in at the registration desk with our transfer agent, Computershare, when you arrive at the meeting.

 

Appointing a proxyholder to represent you and vote at the meeting

The form of proxy or voting instruction form appoints Jacynthe Côté or David McKay, each a director of RBC, as your proxyholder, which gives them the authority to vote your shares at the meeting or any adjournment.   You can choose another person or company, including a person who is not a shareholder, as your proxyholder to vote your shares online or in person at the meeting. To do this, you must appoint that person as proxyholder as described above under “Voting by proxy before the meeting”.   If the proxyholder will be attending the meeting online, you must register this proxyholder online at computershare.com/RBC2024 no later than 1:00 p.m. (Eastern Time) on Tuesday, April 9, 2024 for Computershare to email the proxyholder with a username. Failure to register the proxyholder with Computershare will mean the proxyholder will be unable to register online as a participant or vote online.   If the proxyholder will be attending the meeting in person, the proxyholder will need to check in at the registration desk with our transfer agent, Computershare, when they arrive at the meeting.

 

 

10

Royal Bank of Canada

The annual meeting

 

 

 

How will my proxyholder vote my shares?

Your proxyholder must follow your voting instructions on how you want your shares voted. You can also elect to have your proxyholder decide for you. If you have not specified voting instructions on a particular matter, your proxyholder can vote your shares as they see fit.

Unless you provide alternative instructions, shares represented by proxies will be voted as follows:

 

•

FOR the election of our director nominees

•

FOR the appointment of PwC as our auditor

•

FOR the advisory resolution on our approach to executive compensation

•

FOR management’s proposals generally

•

AGAINST the shareholder proposals set out in Schedule A

What about amendments or other business?

If amendments to the business items described in this circular or other business items properly come before the meeting, your proxyholder will decide how to vote on them, if applicable.

How does RBC solicit proxies?

RBC management solicits proxies for use at our annual meeting on April 11, 2024 or any adjournment primarily by mail. Our directors, officers and employees may also call, write or speak to you to encourage you to vote. We have retained Laurel Hill Advisory Group (Laurel Hill) to help us with this process, among other responsibilities, for a fee of $32,500, for such services, in addition to certain out-of-pocket expenses. Laurel Hill may contact certain non-registered (beneficial) shareholders to assist in exercising their voting rights directly by telephone via Broadridge Investor Communications Corporation’s QuickVoteTM service. We pay all costs associated with soliciting proxies.

Where can I find the voting results?

Following the meeting, we will post the voting results at rbc.com/annualmeetings and file the results with Canadian securities regulators at sedarplus.ca.

Attending the meeting online

How do I attend the meeting online?

If you are a registered shareholder or a proxyholder (including non-registered (beneficial) shareholders who have appointed themselves as proxyholder), you will be able to attend the meeting online, securely vote and participate in real time as follows:

 

•

Log in online at web.lumiagm.com/439412600.

For registered shareholders: Click “I have a login” and then enter your 15-digit control number under username and password: rbc2024 (case sensitive).The 15-digit control number is located on the form of proxy or in the email notification you received with your control number

For proxyholders: Once appointed and registered as proxyholder as described above under “Attending the meeting yourself and voting at the meeting” and “Appointing a proxyholder to represent you and vote at the meeting”, Computershare will provide you with a username by email after 1:00 p.m. (Eastern Time) on Tuesday, April 9, 2024. The password to the meeting is: rbc2024 (case sensitive).

To vote online on the matters put forth at the meeting, you must accept the terms and conditions, thus revoking any and all previously submitted proxies.

If you do not wish to revoke all previously submitted proxies, do not accept the terms and conditions once you log in, in which case you will enter the meeting as a guest and you will not be able to vote online or ask questions at the meeting.

It is important that you are connected to the internet at all times during the meeting in order to vote when balloting commences.

 

 

11

Royal Bank of Canada

The annual meeting

 

 

 

If you are a non-registered (beneficial) shareholder and you have not appointed yourself as proxyholder, you will only be able to attend the virtual meeting as a guest as follows:

 

•

Log in online at web.lumiagm.com/439412600, click “I am a guest” and register online.

People attending as guests will not be able to vote online or participate at the meeting.

Registered shareholders, non-registered (beneficial) shareholders and guests can also attend the meeting online at rbc.com/annualmeetings or via telephone at the following numbers:

 

• English:   • 1-800-945-9434 (Canada and the U.S.)   • 647-722-6880 (International)		• French:   • 1-800-734-8583 (Canada and the U.S.)   • 416-981-9036 (International)

People attending online at rbc.com/annualmeetings or via telephone will not be able vote or participate at the meeting.

You should allow at least 15 minutes to check in to the meeting and complete the related registration.

How can a U.S. non-registered (beneficial) shareholder attend the meeting online?

To attend and vote online at the meeting, you must first obtain a legal proxy form from the intermediary that holds your shares and then register in advance of the meeting as follows:

 

•

Follow the instructions from your intermediary or contact your intermediary to request a legal proxy form.

 

•

Submit a copy of your legal proxy form to Computershare by mail using the contact information on the back cover of the circular or by email at uslegalproxy@computershare.com to register for the meeting. Requests for registration must be labelled “Legal Proxy” and be received no later than 1:00 p.m. (Eastern Time) on Tuesday, April 9, 2024.

 

•

A confirmation of your registration will be emailed to you after Computershare receives your registration materials.

 

•

Register your appointment at computershare.com/RBC2024.

Once these steps are completed, you may attend the meeting and vote your shares at web.lumiagm.com/439412600 during the meeting.

Attending the meeting in person

How do I attend the meeting in person?

If you are a registered shareholder or a proxyholder (including non-registered (beneficial) shareholders who have appointed themselves as proxyholder), you have the option to attend the meeting in person after checking-in at the registration desk when you arrive at the meeting.

Only registered shareholders and duly appointed proxyholders will be granted access to the in-person meeting. However, non-registered (beneficial) shareholders who have not appointed themselves proxyholders, non-shareholders and other guests will be able to attend the meetings online as described above under “Attending the meetings online”.

Where can I find additional information?

Please contact Computershare at 1-866-586-7635 (Canada/U.S.) or 514-982-7555 (International) if you are not sure whether you are a registered shareholder or non-registered (beneficial) shareholder or for additional information regarding:

 

•

voting by proxy before the meeting

 

•

voting at the meeting

 

•

attending the meeting online or in person, or

 

•

other general proxy matters.

Only registered shareholders and duly appointed proxyholders (including non-registered (beneficial) shareholders who have appointed themselves as proxyholder) will be permitted to participate during the meeting. More information, including the rules of procedure and how to participate at the meeting, will be made available at rbc.com/annualmeetings in advance of the meeting.

For information regarding technical and logistical issues related to accessing the meeting online, please visit web.lumiagm.com/439412600, click on “Technical support/Soutien technique” and follow the instructions.

 

 

12

Royal Bank of Canada

The annual meeting

 

 

 

Directors

The nominees

This year, we have 13 nominees standing for election. The following nominee profiles include a summary of each nominee’s career experience, areas of expertise, current board committee memberships and directorships at other public companies over the past five years. All 13 of our director nominees speak English fluently, four speak French fluently and one speaks one or more other languages.1 The information about each director nominee in this circular is current as of February 13, 2024, except as otherwise noted. For more information about our nominees2, see the Directors and Executive Officers section in our annual information form dated November 29, 2023.

Board composition

				38% of our director nominees identify as women     31% of our director nominees identify as Black, Indigenous, people of colour or a member  of the LGBTQ+ community3
				The average tenure of our  director nominees is  5.2 years

Equity ownership

This section also includes each nominee’s equity ownership in RBC as at the end of our last two fiscal years, which is comprised of shares and director deferred stock units (DDSUs).

Values of shares and DDSUs are based on $110.76 and $126.05, the closing price of RBC common shares on the Toronto Stock Exchange (TSX) on the last trading days of the 2023 fiscal year (October 31, 2023) and the 2022 fiscal year (October 31, 2022), respectively. None of the nominees hold shares of RBC subsidiaries. The total of RBC securities held as a multiple of the equity ownership requirement for directors is calculated as of October 31, 2023.

Attendance

The attendance figures in each nominee’s profile show the number of board and committee meetings the nominee attended in fiscal 2023 out of the number of meetings that were held while the nominee was a member.

Directors are required to attend a minimum of 75% of board and committee meetings, except where the governance committee determines that factors beyond their control prevented them from achieving this requirement. Overall attendance includes both regularly scheduled and special meetings of the board and its committees. Special meetings and board and committee information sessions are scheduled as needed, often on short notice, on matters that arise between regularly scheduled meetings. In fiscal 2023, the board held four information sessions. Meetings of the committees are open to all directors to attend.

 

1	The numbers include multiple responses among nominees who can speak more than one language.

2	The annual information form dated November 29, 2023 does not include information about Amanda Norton, who was appointed to the board effective February 1, 2024.

3

Throughout this proxy circular we will refer to Black, Indigenous and people of colour. These terms recognize the unique histories of racism that Black and Indigenous people have lived through. Referring to Black, Indigenous and people of colour is not intended to be a catch-all as RBC recognizes that not all racialized people experience racism in the same way. LGBTQ+ is the acronym for Lesbian, Gay, Bisexual, Transgender, Queer, Plus all non-straight, non-cisgender identities.

 

 

20

Royal Bank of Canada

The annual meeting

 

 

 

Skills and competencies

The board maintains a matrix to help identify the competencies and experience it regards as key to the long-term strategic success of RBC. The matrix assists the governance committee and the board in attracting the right talent and expertise against the backdrop of a quickly changing and increasingly competitive global marketplace, a challenging macroeconomic environment and a rapidly evolving regulatory landscape.

As the matrix shows, the director nominees for 2024 present a diverse range of expertise, experience and perspectives, which supports strong and effective oversight of RBC as it pursues its strategic goals and financial objectives. All director nominees are required to have experience and skills acquired from senior-level involvement in major organizations.

To best support the bank in achieving its Purpose to help clients thrive and communities prosper, all director nominees are required to have experience in environmental, social or governance matters, which they have acquired in a variety of ways, including through their professional experience or their educational background. More specifically, they have acquired governance experience as senior leaders in major organizations or as directors and board and committee chairs of public, private and not-for-profit entities. Experience in environmental matters is derived from positions as senior executives, directors or advisors of large utility, energy or natural resources companies, or at organizations focused on climate- or sustainability-related matters. Experience in social matters is acquired through managing or overseeing human resources or diversity and inclusion initiatives either as senior executives, directors or advisors, or through their involvement with charitable and not-for-profit organizations advancing community, diversity and social initiatives. Directors must also share a commitment to the RBC values of integrity, putting the client first, diversity and inclusion, accountability and collaboration.

 

 

1	Directors are asked to identify their top four major competencies in a self-assessment questionnaire, recognizing that they have experience in other major competencies as well.

Our commitment to a diverse and balanced board

In line with our Board Diversity Policy, as well as our commitment to a balanced and diverse board, the governance committee also considers gender and non-gender diversity, ethnicity, race, ancestral origin, age, geography, background, sexual orientation and other dimensions of diversity in considering candidates to nominate for election or re-election.

 

 

21

Royal Bank of Canada

The annual meeting

 

 

 

Director compensation

Our approach to compensation

Experienced, focused and talented directors are essential to achieve our strategic objectives within our risk appetite and provide effective guidance to and oversight of management.

The governance committee is responsible for all aspects of director compensation and annually reviews the amount and form of non-executive director compensation, taking the following into account:

 

•

size, complexity and geographic scope of RBC

 

•

expected time commitment of directors

 

•

overall expertise and experience required

 

•

need for compensation that is fair and positions RBC to attract highly qualified directors, and

 

•

alignment of interests between directors and shareholders.

Decision-making process

The governance committee assesses the design and competitiveness of director compensation in the context of industry best practices and with reference to a core Canadian comparator group of companies (including financial institutions) of similar size, complexity and geographic scope to RBC. It also considers a broader reference group of U.S. and international financial institutions of similar size, complexity, business mix, scale of operations outside their home country and financial condition.

 

		Canadian comparator group   Financial institutions   •  Bank of Montreal   •  The Bank of Nova Scotia   •  Canadian Imperial Bank of Commerce   •  Manulife Financial Corporation   •  Sun Life Financial Inc.   •  The Toronto-Dominion Bank		Non-financial institutions   •  BCE Inc.   •  Canadian National Railway Company   •  Enbridge Inc.   •  Nutrien Ltd.   •  Suncor Energy   •  TC Energy Corporation

 

 

		U.S. and international reference group   U.S. financial institutions   •  Bank of America Corporation   •  Citigroup Inc.   •  JPMorgan Chase & Co.   •  PNC Financial Services Group, Inc.   •  U.S. Bancorp   •  Wells Fargo & Company		International financial institutions   •  Australia and New Zealand Banking Group Limited   •  Commonwealth Bank of Australia   •  National Australia Bank   •  Westpac Banking Corporation

Compensation structure

We believe in a simple and transparent compensation structure. Each non-executive director is paid a flat annual fee covering all of their responsibilities, attendance and work performed during the year, including membership on two board committees. The board chair and the committee chairs each receive an additional retainer.

Directors are also reimbursed for travel and other expenses incurred to attend board, committee and other meetings or business at the request of RBC. Directors do not receive any additional travel or meeting fees and are paid in Canadian dollars, regardless of country of residence.

In fiscal 2023, RBC directors were compensated as follows:

 

		Annual retainers		($)
		Director		340,000
		Board chair		275,000
		Committee chair		60,000

David McKay, as President and Chief Executive Officer (CEO) of RBC, does not receive any director compensation.

Non-executive directors do not receive stock options and do not participate in RBC pension plans.

 

 

22

Royal Bank of Canada

The annual meeting

 

 

 

No changes to compensation

There are no changes recommended or approved for 2024.

Alignment of director and shareholder interests

The board believes the following three measures effectively align the interests of our directors and shareholders.

1. Equity ownership requirement

Directors are required to own RBC equity with a total aggregate value of at least four times the total director retainer ($1,360,000 in fiscal 2023) within five years of joining the board. Directors must own at least 1,000 RBC common shares as part of this investment.

 

2. Investment of director fees   Director investments in RBC equity are facilitated through the director share purchase plan (for common shares) and the director deferred stock unit plan (for director deferred stock units or DDSUs). DDSUs are notional units that have the same value as RBC common shares. When a DDSU is credited to or redeemed by a director, its value is calculated using the average closing price on the TSX of a common share over the five preceding trading days.   Directors must invest at least 60% ($204,000 in fiscal 2023) of their annual director retainer (the equity portion) in either common shares or DDSUs. Until a director owns at least 1,000 common shares, the equity portion of the director retainer is paid in common shares. Shares are purchased at market price. Directors may invest up to 100% of the cash portion of their annual director retainer in either DDSUs or common shares. Directors cannot sell common shares purchased with the equity portion of their annual director retainer or redeem any DDSUs until they retire from the board.		Breakdown of annual director retainer

As of November 1, 2023, the board chair must also invest at least 60% ($165,000 in fiscal 2023) of the annual board chair retainer in either RBC common shares or DDSUs. The board chair cannot sell shares purchased with the equity portion of the annual director or board chair retainers or redeem any DDSUs until retirement from the board.

3. Restrictions on trading and hedging RBC securities

Directors cannot:

 

•

sell RBC securities directly or indirectly if they do not own or have not fully paid for them (a short sale)

 

•

directly or indirectly buy or sell a call or put on RBC securities, or

 

•

enter into equity monetization transactions that would have an effect equivalent to creating call or put rights in respect of RBC securities or other financial instruments designed to hedge or offset a decrease in the market value of RBC securities.

Compensation for membership on subsidiary boards

Non-executive directors may be asked to serve as directors of RBC subsidiaries and are paid for their services and reimbursed for travel and other expenses. Mr. Chisholm serves on the board of RBC U.S. Group Holdings LLC, (IHC) our U.S. intermediate holding company. In fiscal 2023, Mr. Chisholm was paid an annual IHC director retainer of US$ 168,333.1

 

1	Effective January 1, 2023, the annual IHC director retainer increased from US$135,000 to US$175,000.

 

 

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Royal Bank of Canada

The annual meeting

 

 

 

Director compensation table

The following table sets out the total compensation paid to non-executive directors in fiscal 2023. Directors who served in any capacity for a portion of the fiscal year were compensated on a pro-rated basis.

In fiscal 2023, as a whole, directors received 95.3% of their compensation in equity.

 

 

1

Fees under “All other compensation” reflect the annual board retainer for serving on the board of RBC U.S. Group Holdings LLC. U.S. dollar compensation has been converted to Canadian dollars using the Bank of Canada’s foreign exchange rate of US$1.00 = C$1.3869 on the last trading day of the 2023 fiscal year (October 31, 2023). Effective January 1, 2023, the annual board retainer increased from US$135,000 to US$175,000.

2	Fees include the risk committee chair retainer.

3	Effective April 5, 2023, Ms. Côté was appointed as chair of the board and received a pro-rated portion of the annual board chair retainer. She retired as chair of the governance committee and received a pro-rated portion of the governance committee chair retainer.

4

Mr. Denison retired on April 5, 2023. In fiscal 2023, he attended four board meetings, four risk committee meetings and four governance committee meetings. In recognition of his contribution, RBC donated $50,000 to a charity of his choice. Mr. Denison did not receive any financial benefit from this donation.

5	Mr. Perry was appointed a director on August 1, 2023 and received a pro-rated portion of the annual director retainer.

6	Ms. Taylor retired on April 5, 2023. In fiscal 2023, she attended four board meetings and all 19 committee meetings held up until her retirement. In recognition of her contribution, RBC donated $50,000 to a charity of her choice. Ms. Taylor did not receive any financial benefit from this donation.

7	Effective April 5, 2023, Ms. Turcke was appointed as chair of the governance committee and received a pro-rated portion of the governance committee chair retainer.

8	Fees include the human resources committee chair retainer.

9	Fees include the audit committee chair retainer.

 

Governance
Our approach to governance			25
The core principles that drive our approach			25
Our governance structure			26
What the directors oversee			28
Our approach to subsidiary governance			29
Culture and conduct			29
Our Code of Conduct			29
Financial reporting hotline			30
Conflicts of interest			30
Environmental, social and governance matters			31
Helping create long-term, sustainable value			31
Diversity and inclusion in action			36
Cyber risk oversight			37
Engaging with shareholders and other stakeholders			38
Board independence			38
Assessing director independence			39
Guidelines to address other professional activities			39
Maintaining independence			39
Nominating, developing and evaluating board members			40
Finding the right director candidates			40
How to submit a nomination			41
Evaluating candidates for the board			41
Board size considerations			41
Majority voting			41
Tenure policy			42
Helping directors succeed in their roles			42
Evaluating the board, committees, chairs and directors			45
Board committee reports			47
Audit committee report			47
Governance committee report			49
Human resources committee report			51
Risk committee report			52

 

 

 

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Royal Bank of Canada

Governance

 

 

 

Our approach to governance

We are committed to high standards of governance that are consistent with regulatory expectations and evolving best practices that are aligned with our strategy and risk appetite. We believe that good governance is not just about overseeing RBC and its practices, but doing so in a way that is transparent, accountable and with integrity. It involves an independent board actively engaging with all stakeholders, knowing the business and its risks, constructively challenging management, understanding the opportunities and challenges of a changing industry and economy, and setting robust standards and principles that will guide RBC in delivering on its Purpose of helping clients thrive and communities prosper while enhancing value for our shareholders.

 

The board exercises its authority in accordance with the Bank Act (Canada) and other applicable laws and regulations, including those of the Canadian Securities Administrators, the Toronto Stock Exchange, the New York Stock Exchange and the U.S. Securities and Exchange Commission.

 

 

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Royal Bank of Canada

Governance

 

 

 

Our governance structure

Our governance structure establishes the fundamental relationships among the board, its committees, management, shareholders and other stakeholders.

We define the values that set the tone of our organizational culture as well as our strategic and corporate objectives, and we determine our plans for achieving and monitoring performance through this structure.

 

 

 

1	The board approves the appointment of members of the Group Executive as well as the heads of the oversight functions who are not members of the Group Executive.

Role of the board

 

 

Directors oversee management and aim to  enhance long-term shareholder value.

The board makes major policy decisions, participates in strategic, financial and risk planning and reviews management’s performance and effectiveness. The Bank Act and the Corporate Governance Guidelines of the Office of the Superintendent of Financial Institutions (OSFI) specify important matters the board must address, such as the approval of financial statements and declarations of dividends, enterprise strategy and risk appetite. The board reserves the right to make certain decisions and delegates others to management. Management requires board approval for matters that exceed certain dollar thresholds.

 

 

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Governance

 

 

 

Role of the governance committee

The governance committee oversees board renewal and nominates directors for election or re-election (see pages 40 and 41 for more information on nominating board members). The governance committee also recommends committee membership and committee chair successors and oversees the process for board chair succession. Directors serve on two committees at a time, and most directors serve on every committee during their tenure as director.

The governance committee reviews board, committee and chair mandates, which outline areas of responsibility and oversight, and allocates responsibilities as required, taking into account regulatory guidance and industry best practices. These reviews ensure that the board, its committees and the board and committee chairs are adaptive and responsive to new requirements and continue to practice strong oversight.

The governance committee chair, as well as each committee chair, reports to the board following each committee meeting.

Role of the board chair

 

 

Jacynthe Côté is our independent board chair.

Having an independent, non-executive board chair enhances management’s accountability and the board’s independent oversight. The board chair leads board and shareholder meetings and is responsible for the management, development and effective functioning of the board. While she does not serve on any board committee, she attends and participates in committee meetings. The board chair does not have the deciding vote if a board vote results in a tie.

Among other things, the board chair also:

 

•

advises the CEO on major issues and liaises between the board and senior management

 

•

participates in the orientation of new directors and the continuing development of current directors

 

•

with the governance committee, conducts the board’s effectiveness evaluation (as outlined on page 45) and plans board succession and recruitment

 

•

interacts with directors and senior executives throughout the year

 

•

meets with regulators, shareholders and stakeholders on behalf of the board, and

 

•

periodically attends board meetings and meets with independent directors of our key subsidiaries.

The board reviews and approves the board chair’s mandate, while the governance committee, under the direction of its chair, annually assesses the effectiveness of the board chair in fulfilling her mandate.

 

You can find the mandates of the board, board chair, board committees and committee chairs at rbc.com/governance.

 

 

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Governance

 

 

 

What the directors oversee

 

 

Culture and conduct		•  Establish the tone from above and champion RBC values, as set out in the bank’s Code of Conduct   •  Set and expect the highest standards of conduct and integrity at RBC to build and maintain the trust of the bank’s clients, shareholders, employees and communities we serve   •  Promote a respectful environment and encourage employees to help shape our culture by speaking up and challenging behaviours when they do not align with RBC values
Strategic planning		•  Oversee our strategic direction, plans and priorities and ensure they align with our risk appetite   •  Discuss and challenge management in setting enterprise strategy and monitor its implementation and effectiveness   •  Annually approve the strategic plan, taking into account the opportunities and risks of our businesses   •  Approve our financial objectives and operating plans, including significant capital allocations, expenditures and transactions that exceed delegated authorities   •  Review and approve the RBC organizational structure   •  Review the results of the annual assessment of business performance
Risk management		•  Oversee and approve our risk appetite framework   •  Oversee strategic risk management by approving risk management frameworks and policies   •  Promote a strong risk culture and monitor that conduct adheres to the enterprise-wide risk management framework   •  Meet with regulators, including to discuss our risk appetite and control environment
Financial reporting and internal controls		•  Approve the quarterly and annual financial reports   •  Oversee compliance with applicable audit, accounting, financial reporting, legal and regulatory requirements   •  Oversee the qualifications, performance and independence of the external auditors and the performance of the internal audit function   •  Monitor the implementation and maintenance of effective internal control systems, including management information systems, and assess their adequacy and effectiveness
Talent management and succession planning		•  Supervise succession planning processes, which include the selection, appointment and development of the CEO, the Group Executive and heads of the oversight functions who are not members of the Group Executive   •  Evaluate and approve the compensation of the CEO, the Group Executive and heads of the oversight functions who are not members of the Group Executive in a manner consistent with prudential incentives   •  Annually review and approve the CEO’s mandate   •  Review strategies and programs for the assessment and development of talent and for increasing diversity and inclusion at all levels of the organization
Environmental and social		•  Oversee the bank’s approach to environmental and social (E&S) matters, including the bank’s approach to corporate citizenship and ESG, its management of E&S risks and opportunities, and how we conduct our business to meet high standards of E&S responsibility   •  Review and approve our enterprise climate strategy, the RBC Climate Blueprint, and assess progress against it   •  Oversee the bank’s key E&S disclosures, including the ESG Progress Report and the Climate Report
Corporate governance		•  Establish appropriate structures and procedures to allow the board to function effectively and independently   •  Develop and implement corporate governance principles and guidelines, and monitor best governance practices

 

 

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Governance

 

 

 

Our approach to subsidiary governance

 

 

RBC takes an enterprise-wide approach to subsidiary governance.

The board and its committees oversee subsidiary governance at an enterprise level and the governance committee coordinates this oversight. Effective oversight by the board is supported by defined mechanisms for escalating subsidiary risk and governance issues, formal and informal touchpoints between the board, senior management and local subsidiaries and regular enterprise-wide subsidiary reporting and approval of key enterprise-wide frameworks. In addition, the board chair and committee chairs periodically attend subsidiary board and committee meetings and meet with independent directors of our key subsidiaries.

The corporate governance of RBC subsidiaries is managed by the Subsidiary Governance Office through a network of global subsidiary offices that act as regional corporate governance hubs. This centralized governance model brings together global oversight and local expertise, driving consistency, transparency and responsiveness to evolving business needs, best practices and regulatory requirements and expectations while maintaining strong oversight and escalation mechanisms.

Our policies on subsidiary board composition and functioning enhance our strong governance. Active and engaged subsidiary boards play a key role in overseeing our legal entities. Many have independent directors with specific skills and experience to support the RBC board in advancing the strategic priorities of RBC and its subsidiaries while providing oversight and effective challenge to management. We continue to focus on the representation of women as well as other underrepresented groups on our subsidiary boards aligned to enterprise diversity and inclusion strategies and leverage the subsidiary board experience to build talent for growth across the enterprise.

Culture and conduct

The board sets and expects the highest standards of conduct at RBC to build and maintain the trust for our clients, employees, communities we serve and shareholders. The board, with management, sets the tone from above and promotes an open and transparent culture at RBC. We recognize that the board’s responsibility to oversee culture and conduct is broad and demands that we adopt a continuous improvement mindset towards our practices.

To that end, the governance committee oversees the management of culture and conduct and monitors emerging trends and best practices through enhanced board and committee reporting on culture and conduct risks, such as client complaint handling and outcomes, organizational and employee conduct and risk culture, as well as the impact on the integrity of financial markets and on our reputation.

The governance committee meets with the Chief Human Resources Officer, Chief Risk Officer, Chief Legal Officer and Chief Compliance Officer to review key matters and progress on programs that strengthen enterprise culture and conduct risks practices.

We also encourage our employees to help shape our culture by speaking up and challenging behaviours when they do not align with our values.

Our Code of Conduct

The RBC Code of Conduct establishes standards of required behaviours that apply to directors, senior management, all employees and contract workers, including the responsibility to be truthful, respect others, comply with laws, regulations and our policies, and engage in sales practices that are fair and not misleading.

The board closely collaborates with management to set the tone from above and promote a strong governance culture that influences RBC at every level and across all our global businesses. Consistent with industry standards, the board approves the Code of Conduct every two years, or as more frequently required to ensure continued alignment with evolving regulatory expectations and industry best practices.

Our Code of Conduct sets out fundamental principles that guide the board in its deliberations. It creates a frame of reference for properly addressing sensitive and complex issues, and requires directors, senior management, employees and contract workers to report misconduct and outlines our accountabilities if standards of conduct are not upheld.

RBC fosters an open and transparent environment where employees can speak up and raise concerns through various channels without any form of retaliation. The RBC global conduct hotline is a confidential channel that is accessible to all employees to raise concerns and report misconduct. A third-party, independent of RBC, administers the hotline and employees can use it anonymously.

 

 

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Royal Bank of Canada

Governance

 

 

 

We have an online learning program and annual employee testing and acknowledgement to demonstrate that employees are familiar with and understand the values and principles outlined in our Code of Conduct. Directors must acknowledge each year that they have read and understand the Code of Conduct and certify that they are in compliance with it. We also have policies and procedures to address more specific aspects of fair business conduct, such as anti-bribery, anti-corruption and insider trading policies.

Waivers of the application of the Code of Conduct are considered only in exceptional circumstances. In the case of executive officers and directors, these waivers must be reported to the governance committee or the board and must be publicly disclosed in accordance with applicable law.

A copy of our Code of Conduct is available at rbc.com/governance and has been filed with Canadian securities regulators at sedarplus.ca.

 

The board did not grant any waivers of our Code of Conduct to executive officers or directors in fiscal 2023.

Financial reporting hotline

Our stakeholders rely on the accuracy of our financial reporting. Employees and contract workers, senior management, directors and third parties are encouraged to report, on a confidential and anonymous basis, any allegations of wrongdoing relating to accounting, auditing or internal accounting controls via the RBC global conduct hotline. Details on our reporting hotline can be found at rbc.com/governance. Issues are investigated internally or by an independent external party, and any significant issues are raised with the audit committee chair.

Conflicts of interest

In practice, conflicts of interest can arise as a result of professional and contractual arrangements, directorships and other personal or business interests. As part of its oversight of conduct review, the governance committee establishes and monitors procedures to resolve conflicts of interest. Where the personal or business interests of directors and executive officers may conflict with those of RBC, they must disclose the nature and extent of the conflict of interest as soon as possible, in writing or by requesting to have it entered in the minutes of the meeting. In the event of a conflict of interest, the director or executive officer in question will leave the meeting when the issue is discussed and, in the case of a director, will not vote or participate in the decision.

The governance committee is responsible for overseeing transactions with directors and senior officers of the bank who are related parties as defined under the Bank Act. It periodically approves the procedures governing permitted transactions with related parties and receives regular reports to ensure that transactions with related parties comply with the Bank Act and internal procedures.

 

 

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Royal Bank of Canada

Governance

 

 

 

Environmental, social and governance matters

Helping create long-term, sustainable value

RBC has a long history of supporting environmental, social and governance (ESG) causes and initiatives. From the days of RBC’s first community investment in 1891, we have been active in the communities where we live and work and engage on important issues relevant to society. In recent years, we have accelerated our focus on ESG with the goal of creating long-term, sustainable value for our stakeholders.

 

 

A purpose-driven approach to business

We are collectively facing pressing societal challenges that could undermine our prosperity: urgent environmental crises, a rapidly changing workforce and growing inequalities. What enabled the world to thrive and prosper in the past is not a formula for success in the future. RBC has a vested interest in helping to address these challenges. Like our clients, our colleagues, our shareholders and the communities we serve, we benefit directly from the healthy environments in which we operate, the talent that enables our bank to grow, as well as the diverse and vibrant communities that make us strong.

In 2023, we introduced our Purpose Framework – Powering Ideas for People and Planet, which aims to create clarity and structure around three societal ambitions where RBC can have a meaningful impact. RBC plans to help accelerate the transition to a greener economy, equip people with skills for a thriving future and drive more equitable prosperity in the communities where we operate through five contribution areas: mobilize climate action, support financial wellbeing, invest for skills, champion inclusion and strengthen community resilience. The Purpose Framework builds on existing ESG strategic programs while recognizing emerging issues that are relevant to the future success of both RBC and the communities where we live and work.

 

 

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Royal Bank of Canada

Governance

 

 

 

 

 

Key highlights of how we supported our societal ambitions in 20231

We have demonstrated action against the five contribution areas underpinned by the three ambitions as noted below:

 

		Mobilize Climate Action		•  Launched the RBC Climate Action Institute to bring together economists, policy analysts and business strategists to help research and advance ideas that can contribute to Canada’s climate progress   •  Committed $48 million in 2023 toward venture capital and growth equity funds to support climate innovation   •  In 2023, RBC Tech for Nature supported 150 partners in clean tech, agriculture, energy and nature-based climate solutions through $21+ million in community investments funded by RBC and the RBC Foundation, an increase of 72% since 2022   •  In November 2023, released the Client Engagement Approach on Climate – Energy Sector which formalizes RBC Capital Markets’ approach to engagement with its energy sector clients on their plans for the energy transition2
Help the transition to net-zero by advancing initiatives that address climate change and those that support nature
		Support Financial Wellbeing		•  Launched Canada’s new First Home Savings Account in April 2023 to help Canadians save tax free for their first home, making it available through multiple channels, including RBC Direct Investing, RBC InvestEase® and RBC in-branch advisors   •  Launched My Money Matters™, a new digital destination with comprehensive content, resources, and tools to help Canadians take control of their financial wellbeing   •  Enhanced NOMI® Forecast, recognized for Best Use of AI for Customer Experience3 – RBC’s cutting-edge capability that provides clients with a seven-day view into their future cashflow – to include bill payments, e-transfers, investment contributions and salary payments   •  RBC’s collaboration with McGill University had 35,000+ registrations for the McGill Personal Financial Essentials course in 2023. Available to all Canadians without cost, the program is a part of RBC’s effort to support financial wellbeing, helping individuals build confidence, establish financial security and reach their goal
Enable individuals and small businesses to build confidence, establish financial security and reach their goals through dedicated products, services, and ecosystem partnerships

1	Includes events which took place up until December 31, 2023.

2	Additional information about the Client Engagement Approach on Climate – Energy Sector is available at the end of Schedule A.

3	The Digital Banker Digital CX Awards 2023.

 

 

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Royal Bank of Canada

Governance

 

 

 

		Invest for Skills		•  Over 3 million hours invested by our global workforce in building their technical and business skills1   •  RBC Foundation launched the RBC Foundation® Green Skills Scholarship in partnership with Universities Canada, focused on supporting students’ green skills education in key sectors, including buildings and construction, agriculture and food production, transportation, waste management and recycling, and renewable energy   •  Through RBC Emerging Artists, RBC and RBC Foundation provided $11+ million to approximately 250 charities and not-for-profit organizations to create exposure, networking and training opportunities, helping thousands of artists establish and grow their careers, totalling $130+ million invested to support more than 44,000 artists since 2004   •  Through RBC Future Launch®, RBC and RBC Foundation provided over $65.1 million in 2023, helping Canadian youth access meaningful employment through practical work experience, skill-development opportunities, networking and mentorship, and mental wellbeing supports and services. Since 2017, RBC Future Launch has reached 6.9+ million Canadian youth and provided $393+ million in support through 900+ partner programs
Co-create solutions and support the delivery of programs that help people to find meaningful work today and prepare them for the jobs of tomorrow
		Champion Inclusion		•  Launched a new Accessibility Office and Accessibility Plan in compliance with legislation to mitigate barriers that impact our clients and employees who have visible or invisible disabilities2   •  RBC continued its focus on diversity and inclusion. During fiscal 2023, RBC employees who identify as women and as Black, Indigenous or people of colour made up 43% and 25% of new executive appointments3, respectively, which was below our annual goal of appointing 50% women and 30% Black, Indigenous or people of colour as new executives. As of October 31, 2023, executive representation was 43% women and 24% Black, Indigenous or people of colour4. Our overall goal is 50% women and 30% Black, Indigenous or people of colour executive representation by 2025, as set out in RBC’s Diversity and Inclusion Roadmap 20255   •  In December 2023, published a progress update5 against the three areas of focus of the RBC Action Plan Against Systemic Racism that was launched in 2020: enabling economic growth and wealth creation, investing in the future, and redefining inclusive leadership   •  In December 2023, we published RBC’s updated Approach to Human Rights, which includes our updated Human Rights Position Statement and describes how RBC will work to continue integrating its commitment to respect human rights into operational policies and procedures across the organization
Embody a culture of inclusivity and belonging by enhancing and supporting opportunities that help employees, clients, and communities thrive
		Strengthen Community Resilience		•  $172+ million given globally through donations and community investments together with the RBC Foundation, including nearly $800,000 in humanitarian and relief support efforts globally as well as climate disaster response efforts in Canada6   •  Launched the RBC Communities Together Fund, enabling RBC employees to help address pressing needs in their region through team volunteer events. In 2023, the fund supported 880+ volunteer projects, engaging 2,800+ employees in six countries, mobilizing $1.3+ million in grants and tracking 13,000+ volunteer hours
Help communities adapt for the immediate and future needs generated by a rapidly changing world through community investment and engagement activities

1	Learning hours encompass the cumulative time devoted to various learning initiatives during fiscal 2023.

2	Pursuant to the Accessible Canada Act.

3	Represents data for our businesses in Canada governed by the Employment Equity Act. A new executive appointment is the appointment of an internal employee or external hire as a first-time Vice-President, Senior Vice-President or Executive Vice-President. Based on self-identification.

4	Represents data for our businesses in Canada governed by the Employment Equity Act.

5	Available at rbc.com/diversity.

6

Includes the total community investment made by RBC and RBC Foundation to registered charities, non-profits and for-profit social enterprises, including investments made through RBC Tech for Nature, the RBC Foundation Green Skills Scholarships, RBC Emerging Artists, RBC Future Launch, the RBC Communities Together Fund and the value of employee volunteer time and gifts in kind.

ESG governance and oversight model

Our ESG governance model is designed to balance the board and its committees’ oversight of ESG-related matters with subject-matter expertise, rooted within business segments and functions across the bank.

In 2023, we created a cross-enterprise executive ESG council to advance progress on ESG priorities, supporting the bank’s Purpose of helping clients thrive and communities prosper. The executive ESG council acts as the central hub for liaising with different groups across the enterprise to drive collective impact. Decision-making by the executive ESG council is guided by alignment with the RBC Purpose Framework, with recommendations put forward to members of the Group Executive for input, as required.

 

 

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Royal Bank of Canada

Governance

 

 

 

The model below depicts the organizational structure for the governance of ESG matters at RBC.

 

 

Board governance of ESG

The board and its committees provide oversight of the bank’s strategic approach to ESG matters, including climate change, with specific subject-matter expertise, groups and functions responsible for relevant programs, products, policies and performance rooted within the business segments across the bank.

 

Board		Responsible for the bank’s business plan, strategy, risk appetite and culture. It oversees our strategic approach to climate change, which includes how we manage climate-related risks and opportunities, our enterprise approach to social matters including diversity and inclusion and corporate citizenship, and our governance structure, principles and guidelines.
Governance committee		Advises the board on ESG matters, including climate change, and provides oversight and coordination over ESG for the board and its committees. Also advises on the status and adequacy of the bank’s efforts to meet high standards of conduct and environmental and social (E&S) responsibility. Oversees key ESG disclosures for the board and the bank’s corporate citizenship strategy.
Risk committee		Oversees significant and emerging risks to the bank, including E&S risks. Each year, it recommends for board approval our Enterprise Risk Appetite Framework, which incorporates consideration of E&S risks when making risk management decisions.
Audit committee		Oversees the bank’s financial reporting, internal controls over financial reporting and disclosure controls and procedures, including the E&S risk-related disclosures (including climate change) in the bank’s annual report.
Human resources committee		Oversees the bank’s compensation principles, policies and programs. Recommends for board approval, CEO and Group Executive compensation, including short-term incentives, which consider environmental sustainability, and social and governance practices and mid- and long-term incentives, which, beginning in fiscal 2023, include a medium-term climate modifier based on progress against the strategic priorities of the RBC Climate Blueprint. Responsible for talent management and human resources strategies including diversity and inclusion and health and wellness.