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Our Approach to Corporate Governance
We believe that good governance is not just about overseeing RBC and its practices, but doing so in a way that’s transparent, independent of management and ethical. It involves the Board of Directors actively engaging with all stakeholders, knowing the business and its risks, challenging management where necessary, understanding the challenges and opportunities of a changing industry and economy, setting robust standards and principles that will guide RBC to success and helping clients thrive and communities prosper – all to ensure we’re constantly enhancing value for our shareholders.
Royal Bank of Canada was constituted in 1869 under a private act of Canada and is governed by the Bank Act (S.C. 1991, C. 46).
The Board exercises its authority in accordance with the Bank Act 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.
Financial Performance
For financial highlights, annual reports, quarterly information and other financial results, see our Investor Relations site.
Directors
Mirko Bibic
President and Chief Executive Officer,
BCE Inc. and Bell Canada
(2022) Toronto, Ontario
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David McKay, O.Ont.
President & Chief Executive Officer,
Royal Bank of Canada
(2014) Toronto, Ontario
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Frank Vettese, FCPA, FCBV
Co-Founder,
SummitNorth Advisory Corp.
(2019) Toronto, Ontario
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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
- Frank Vettese - Chair
- Toos N. Daruvala
- Cynthia Devine
- Barry Perry
- Maryann Turcke
Governance Committee
- Maryann Turcke - Chair
- Mirko Bibic
- Andrew A. Chisholm
- Cynthia Devine
- Roberta L. Jamieson
Human Resources Committee
- Thierry Vandal - Chair
- Toos N. Daruvala
- Amanda Norton
- Barry Perry
- Frank Vettese
- Jeffery Yabuki
Risk Committee
- Andrew A. Chisholm - Chair
- Mirko Bibic
- Roberta L. Jamieson
- Amanda Norton
- Thierry Vandal
- Jeffery Yabuki
Committee Chair Mandate
Read the Mandate(PDF)Resources
- RBC Corporate Governance Framework (PDF)
- Management Proxy Circular (PDF)
- Statement of Corporate Governance Practices (PDF)
- Director Independence Policy (PDF)
- Majority Voting Policy (PDF)
- Code of Conduct (PDF) - Accessible version available on request (Email) (Email)
- Corporate Governance Disclosure Required by NYSE Listed Company Manual (PDF)
- Financial Reporting Hotline (PDF)
- By-law One (PDF)
- By-law Two (PDF)
- By-law Three (PDF)
Additional Information
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%.
Contact Us
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
