TORONTO, Feb. 7 /CNW/ - 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 2011. The circular is also available
online at www.rbc.com/governance.
The circular contains information about the RBC annual meeting,
scheduled to take place on Thursday, March 3, 2011 in Toronto,
including information relating to the 14 nominees proposed for election
as RBC directors, the appointment of the bank's auditors and proposals
The circular also provides disclosure about changes to 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 board of directors establishes executive compensation programs
designed to reward individual contribution to superior financial
performance and sustainable long-term shareholder value," said David
O'Brien, chairman of the board. "In 2010, RBC delivered top quartile
total shareholder returns for the three-year and five-year periods
compared to our global peer group."
Key items in the circular include:
A detailed description and explanation of the board's evaluation of 2010
performance and compensation decisions for RBC President and Chief
Executive Officer, Gord Nixon, and the other named executive officers.
Mr. Nixon's total direct compensation was $11 million in 2010. Of the
total, $9.6 million was variable, with $7.5 million of that paid
through deferred equity-based awards with a minimum three-year deferral
A chart showing named executive officer compensation, including the
proportion of pay at-risk and deferred performance-based pay. For all
named executive officers, between 65 per cent and 78 per cent of
performance-based pay was deferred through equity-based awards.
Charts showing share ownership requirements and actual share holdings
for the named executive officers. The CEO is required to hold RBC
shares valued at no less than eight times his base salary. Mr. Nixon
holds RBC shares valued in excess of 40 times his salary.
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 this period, annualized TSR was
9.5 per cent, while the compound annual growth rate in total
compensation for the CEO and other named executive officers was 7.8 per
cent, reflecting RBC's pay-for-performance philosophy.
A description of updates to compensation governance practices to
strengthen alignment to risk management principles and shareholder
interests. These include: adopting a formal policy on compensation risk
management; developing criteria to identify employees who may have a
material impact on RBC's risk profile; and enhancing processes to
ensure compensation programs do not contribute to risk-taking in excess
of RBC's risk appetite.
The RBC board of directors believes that shareholders should have a say
on our approach to compensation and has in place a policy for an annual
shareholder advisory vote. The circular includes the board's
recommendation that shareholders approve a non-binding resolution
accepting the approach to executive compensation disclosed in the
For further information:
Karen McCarthy, Investor Relations, RBC (416) 955-7809, email@example.com
Gillian McArdle, Media Relations, RBC (416) 974-5506, firstname.lastname@example.org