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The Royal Bank of Canada 2008
Management Proxy Circular provides shareholders with important
information to be considered at the bank's annual meeting
in Toronto on February 29, 2008, including instructions and
procedures for voting on nominees for Royal Bank of Canada's
Board of Directors, the appointment of the bank's auditor,
and shareholder proposals.
The 2008 Management Proxy Circular also contains enhanced
and new disclosure, responsive to best practices developed
by Canadian Coalition for Good Governance (CCGG) and others.
The following key changes to the 2008 Management Proxy Circular
help demonstrate RBC's commitment to providing shareholders
with strong corporate governance and transparent reporting.
Enhanced presentation of biographies and other relevant
information of nominees for Board of Directors
- The Management Proxy Circular provides information on
15 nominees for the Board of Directors in an easy-to-read
format that builds upon the best disclosure practices recommended
by the Canadian Coalition for Good Governance (CCGG).
- Shareholders are provided information about a nominee's
independence status, their meeting attendance over the course
of the past year, including the percentage of meetings attended
and the valuation of their equity holdings in RBC.
Directors' compensation
- The document provides detailed disclosure of total fees
paid to each director in the 2007 fiscal year, including
whether directors chose to allocate their fees to cash or
equity.
- Enhanced disclosure of compensation earned by RBC directors
for their service on subsidiary and joint venture boards,
including total earnings for each director for the 2007
fiscal year.
Committee reports
- A new section is included in the circular for a formal
report from each of the board's committees describing their
respective responsibilities and activities over the 2007
fiscal year.
Executive Compensation
- RBC's executive compensation principles are described
in the Report of the Human Resources Committee.
- A section titled "Compensation Discussion & Analysis"
provides even more transparency of executive compensation
to clearly demonstrate its alignment with company performance
and to describe in plain language the material factors of
the compensation programs.
- Additional information on the link between CEO pay and
company performance, with details on key accomplishments
relating to the RBC's financial and non-financial performance.
- Senior executive compensation mix and variable pay at
risk has been disclosed in tabular format, illustrating
the responsibility of the most senior executives, their
ability to influence short, medium and long-term objectives
and a strong pay-for-performance link.
- Transparent disclosure relating to the timing of stock
option grants and the establishment of the stock option
exercise price under the terms of the plan.
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