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Royal Bank of Canada – ‘40-F’ for 10/31/23 – ‘EX-97’

On:  Thursday, 11/30/23, at 6:45am ET   ·   For:  10/31/23   ·   Accession #:  1193125-23-285639   ·   File #:  1-13928

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/30/23  Royal Bank of Canada              40-F       10/31/23  255:79M                                    Donnelley … Solutions/FA

Annual Report by a Canadian Issuer   —   Form 40-F   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 40-F        Annual Report by a Canadian Issuer                  HTML   2.28M 
 2: EX-1        EX-1 Annual Information Form                        HTML    535K 
 3: EX-2        EX-2 Financial Review                               HTML  16.38M 
 4: EX-3        EX-3 Consent of Independent Registered Public       HTML     80K 
                Accounting Firm                                                  
 5: EX-4        EX-4 Code of Conduct                                HTML    231K 
 6: EX-5        EX-5 Return on Equity and Assets Ratios             HTML     81K 
11: EX-97       Clawback Policy re: Recovery of Erroneously         HTML     91K 
                Awarded Compensation                                             
 7: EX-31.1     EX-31.1 Rule 13A-14(A)/15D-14(A) CFO Certification  HTML     84K 
 8: EX-31.2     EX-31.2 Rule 13A-14(A)/15D-14(A) CFO Certification  HTML     84K 
 9: EX-32.1     EX-32.1 Section 1350 CEO Certification              HTML     80K 
10: EX-32.2     EX-32.2 Section 1350 CFO Certification              HTML     80K 
17: R1          Cover Page                                          HTML    146K 
18: R2          Consolidated Balance Sheets                         HTML    185K 
19: R3          Consolidated Statements of Income                   HTML    184K 
20: R4          Consolidated Statements of Comprehensive Income     HTML    153K 
21: R5          Consolidated Statements of Comprehensive Income     HTML     81K 
                (Parenthetical)                                                  
22: R6          Consolidated Statements of Changes in Equity        HTML    123K 
23: R7          Consolidated Statements of Cash Flows               HTML    199K 
24: R8          Consolidated Statements of Cash Flows               HTML     82K 
                (Parenthetical)                                                  
25: R9          IFRS 7 Disclosure                                   HTML    423K 
26: R10         General information                                 HTML     84K 
27: R11         Summary of significant accounting policies,         HTML    272K 
                estimates and judgments                                          
28: R12         Fair value of financial instruments                 HTML   1.37M 
29: R13         Securities                                          HTML    747K 
30: R14         Loans and allowance for credit losses               HTML    879K 
31: R15         Significant acquisitions and disposition            HTML     88K 
32: R16         Derecognition of financial assets                   HTML    122K 
33: R17         Structured entities                                 HTML    214K 
34: R18         Derivative financial instruments and hedging        HTML    865K 
                activities                                                       
35: R19         Premises and equipment                              HTML    257K 
36: R20         Goodwill and other intangible assets                HTML    316K 
37: R21         Joint ventures and associated companies             HTML     95K 
38: R22         Other assets                                        HTML    107K 
39: R23         Deposits                                            HTML    184K 
40: R24         Insurance                                           HTML    192K 
41: R25         Segregated funds                                    HTML    103K 
42: R26         Employee benefits - Pension and other               HTML    389K 
                post-employment benefits                                         
43: R27         Other liabilities                                   HTML    109K 
44: R28         Subordinated debentures                             HTML    131K 
45: R29         Equity                                              HTML    272K 
46: R30         Share-based compensation                            HTML    203K 
47: R31         Income taxes                                        HTML    257K 
48: R32         Earnings per share                                  HTML    103K 
49: R33         Guarantees, commitments, pledged assets and         HTML    146K 
                contingencies                                                    
50: R34         Legal and regulatory matters                        HTML     96K 
51: R35         Related party transactions                          HTML    120K 
52: R36         Results by business segment                         HTML    256K 
53: R37         Nature and extent of risks arising from financial   HTML    165K 
                instruments                                                      
54: R38         Capital management                                  HTML    111K 
55: R39         Offsetting financial assets and financial           HTML    181K 
                liabilities                                                      
56: R40         Recovery and settlement of on-balance sheet assets  HTML    187K 
                and liabilities                                                  
57: R41         Parent company information                          HTML    183K 
58: R42         Principal subsidiaries                              HTML    123K 
59: R43         Summary of significant accounting policies,         HTML    349K 
                estimates and judgments (Policies)                               
60: R44         IFRS 7 Disclosure (Tables)                          HTML    333K 
61: R45         Summary of significant accounting policies,         HTML    101K 
                estimates and judgments (Tables)                                 
62: R46         Fair value of financial instruments (Tables)        HTML   1.33M 
63: R47         Securities (Tables)                                 HTML    749K 
64: R48         Loans and allowance for credit losses (Tables)      HTML    860K 
65: R49         Derecognition of financial assets (Tables)          HTML    114K 
66: R50         Structured entities (Tables)                        HTML    173K 
67: R51         Derivative financial instruments and hedging        HTML    852K 
                activities (Tables)                                              
68: R52         Premises and equipment (Tables)                     HTML    255K 
69: R53         Goodwill and other intangible assets (Tables)       HTML    312K 
70: R54         Joint ventures and associated companies (Tables)    HTML     95K 
71: R55         Other assets (Tables)                               HTML    106K 
72: R56         Deposits (Tables)                                   HTML    186K 
73: R57         Insurance (Tables)                                  HTML    192K 
74: R58         Segregated funds (Tables)                           HTML    103K 
75: R59         Employee benefits - Pension and other               HTML    387K 
                post-employment benefits (Tables)                                
76: R60         Other liabilities (Tables)                          HTML    108K 
77: R61         Subordinated debentures (Tables)                    HTML    132K 
78: R62         Equity (Tables)                                     HTML    267K 
79: R63         Share-based compensation (Tables)                   HTML    204K 
80: R64         Income taxes (Tables)                               HTML    252K 
81: R65         Earnings per share (Tables)                         HTML    102K 
82: R66         Guarantees, commitments, pledged assets and         HTML    128K 
                contingencies (Tables)                                           
83: R67         Related party transactions (Tables)                 HTML    118K 
84: R68         Results by business segment (Tables)                HTML    244K 
85: R69         Nature and extent of risks arising from financial   HTML    162K 
                instruments (Tables)                                             
86: R70         Capital management (Tables)                         HTML    108K 
87: R71         Offsetting financial assets and financial           HTML    276K 
                liabilities (Tables)                                             
88: R72         Recovery and settlement of on-balance sheet assets  HTML    185K 
                and liabilities (Tables)                                         
89: R73         Parent company information (Tables)                 HTML    183K 
90: R74         Principal subsidiaries (Tables)                     HTML    122K 
91: R75         IFRS 7 Disclosure - Wholesale Credit Risk -         HTML    237K 
                Rankings of 22 Grade Internal Risk Ratings with                  
                Ratings Used by S&P and Moody's (Detail)                         
92: R76         IFRS 7 Disclosure - Retail Credit Risk - Summary    HTML     96K 
                of PD Bands to Various Risk Levels (Detail)                      
93: R77         IFRS 7 Disclosure - Market Risk - Summary of        HTML    120K 
                Market Risk VaR and Market Risk SVaR (Detail)                    
94: R78         IFRS 7 Disclosure - Market Risk - Summary of        HTML     87K 
                Market Risk VaR and Market Risk SVaR                             
                (Parenthetical) (Detail)                                         
95: R79         IFRS 7 Disclosure - Market Risk - Summary of        HTML    101K 
                Market Risk Structural Interest Rate Sensitivities               
                Measures (Detail)                                                
96: R80         IFRS 7 Disclosure - Liquidity and Funding Risk -    HTML     88K 
                Long-Term Funding Sources (Detail)                               
97: R81         IFRS 7 Disclosure - Liquidity and Funding Risk -    HTML    159K 
                Summary of Contractual Maturities of Financial                   
                Liabilities and Off-Balance Sheet Items -                        
                Undiscounted Basis (Detail)                                      
98: R82         Summary of significant accounting policies,         HTML    119K 
                estimates and judgments - Additional Information                 
                (Detail)                                                         
99: R83         Summary of significant accounting policies,         HTML     88K 
                estimates and judgments - Summary of Bank's                      
                Significant Exposures to Financial Instruments                   
                (Detail)                                                         
100: R84         Summary of significant accounting policies,         HTML     83K  
                estimates and judgments - Summary of Undrawn                     
                Balances of Loan Commitments (Detail)                            
101: R85         Fair value of financial instruments - Summary of    HTML    190K  
                Comparison of Carrying and Fair Values for Each                  
                Classification of Financial Instrument (Detail)                  
102: R86         Fair value of financial instruments - Additional    HTML    130K  
                Information (Detail)                                             
103: R87         Fair value of financial instruments - Summary of    HTML    115K  
                Liabilities Designated as at Fair Value Through                  
                Profit or Loss (Detail)                                          
104: R88         Fair value of financial instruments - Summary of    HTML     90K  
                Liabilities Designated as at Fair Value Through                  
                Profit or Loss (Parenthetical) (Detail)                          
105: R89         Fair value of financial instruments - Summary of    HTML     95K  
                Net Gains (Losses) From Financial Instruments                    
                Classified and Designated as at Fair Value Through               
                Profit or Loss (Detail)                                          
106: R90         Fair value of financial instruments - Summary of    HTML     87K  
                Net Gains (Losses) From Financial Instruments                    
                Classified and Designated as at Fair Value Through               
                Profit or Loss (Parenthetical) (Detail)                          
107: R91         Fair value of financial instruments - Summary of    HTML    101K  
                Net Interest Income From Financial Instruments                   
                (Detail)                                                         
108: R92         Fair value of financial instruments - Summary of    HTML     90K  
                Net Interest Income From Financial Instruments                   
                (Parenthetical) (Detail)                                         
109: R93         Fair value of financial instruments - Summary of    HTML    276K  
                Fair Value of Assets and Liabilities Measured at                 
                Fair Value on a Recurring Basis and Classified                   
                Using Fair Value Hierarchy (Detail)                              
110: R94         Fair value of financial instruments - Summary of    HTML     89K  
                Fair Value of Assets and Liabilities Measured at                 
                Fair Value on a Recurring Basis and Classified                   
                Using Fair Value Hierarchy (Parenthetical)                       
                (Detail)                                                         
111: R95         Fair value of financial instruments - Summary of    HTML    227K  
                Quantitative Information About Fair Value                        
                Measurements Using Significant Unobservable Inputs               
                (Level 3 Instruments) (Detail)                                   
112: R96         Fair value of financial instruments - Summary of    HTML     95K  
                Quantitative Information About Fair Value                        
                Measurements Using Significant Unobservable Inputs               
                (Level 3 Instruments) (Parenthetical) (Detail)                   
113: R97         Fair value of financial instruments - Changes in    HTML    218K  
                Fair Value Measurement for Instruments Measured on               
                a Recurring Basis and Categorized in Level 3                     
                (Detail)                                                         
114: R98         Fair value of financial instruments - Changes in    HTML     94K  
                Fair Value Measurement for Instruments Measured on               
                a Recurring Basis and Categorized in Level 3                     
                (Parenthetical) (Detail)                                         
115: R99         Fair value of financial instruments - Summary of    HTML    136K  
                Positive and Negative Fair Value Movement of Level               
                3 Financial Instruments From Using Reasonably                    
                Possible Alternative Assumptions (Detail)                        
116: R100        Fair value of financial instruments - Summary of    HTML    153K  
                Fair Value for Financial Instruments Carried at                  
                Amortized Cost and Classified Using the Fair Value               
                Hierarchy (Detail)                                               
117: R101        Securities - Summary of Contractual Maturities of   HTML    299K  
                the Carrying Values of Financial Instruments Held                
                (Detail)                                                         
118: R102        Securities - Summary of Unrealized Gains and        HTML    118K  
                Losses on Securities at Fair Value through Other                 
                Comprehensive Income (Detail)                                    
119: R103        Securities - Summary of Unrealized Gains and        HTML     86K  
                Losses on Securities at Fair Value through Other                 
                Comprehensive Income (Parenthetical) (Detail)                    
120: R104        Securities - Summary of Allowance for Credit        HTML    107K  
                Losses - Securities at FVOCI (Detail)                            
121: R105        Securities - Summary of Allowance for Credit        HTML    101K  
                Losses - Securities at Amortized Cost (Detail)                   
122: R106        Securities - Summary of Credit Risk Exposure by     HTML    115K  
                Internal Risk Rating (Detail)                                    
123: R107        Securities - Summary of Credit Risk Exposure by     HTML     83K  
                Internal Risk Rating (Parenthetical) (Detail)                    
124: R108        Loans and Allowance for Credit Losses - Disclosure  HTML    132K  
                of Loans (Detail)                                                
125: R109        Loans and Allowance for Credit Losses - Disclosure  HTML     84K  
                of Loans (Parenthetical) (Detail)                                
126: R110        Loans and Allowance for Credit Losses - Disclosure  HTML    124K  
                of Loans Maturity and Rate Sensitivity (Detail)                  
127: R111        Loans and Allowance for Credit Losses - Disclosure  HTML    122K  
                of Allowance for Credit Losses (Detail)                          
128: R112        Loans and Allowance for Credit Losses - Disclosure  HTML     82K  
                of Allowance for Credit Losses (Parenthetical)                   
                (Detail)                                                         
129: R113        Loans and Allowance for Credit Losses -             HTML    122K  
                Reconciliation of Allowance for Credit Losses -                  
                Residential Mortgages (Detail)                                   
130: R114        Loans and Allowance for Credit Losses -             HTML    121K  
                Reconciliation of Allowance for Credit Losses -                  
                Personal (Detail)                                                
131: R115        Loans and Allowance for Credit Losses -             HTML    120K  
                Reconciliation of Allowance for Credit Losses -                  
                Credit Cards (Detail)                                            
132: R116        Loans and Allowance for Credit Losses -             HTML    119K  
                Reconciliation of Allowance for Credit Losses -                  
                Small Business (Detail)                                          
133: R117        Loans and Allowance for Credit Losses -             HTML    121K  
                Reconciliation of Allowance for Credit Losses -                  
                Wholesale (Detail)                                               
134: R118        Loans and Allowance for Credit Losses, Key Inputs   HTML    146K  
                and Assumptions - Additional Information (Detail)                
135: R119        Loans and Allowance for Credit Losses - Impact of   HTML     86K  
                Staging on Allowances for Credit Losses for                      
                Performing Loans (Detail)                                        
136: R120        Loans and Allowance for Credit Losses - Summary of  HTML    115K  
                Gross Carrying Amount of Loans Measured at                       
                Amortized Cost - Residential Mortgage (Detail)                   
137: R121        Loans and Allowance for Credit Losses - Summary of  HTML    111K  
                Gross Carrying Amount of Loans Measured at                       
                Amortized Cost - Personal (Detail)                               
138: R122        Loans and Allowance for Credit Losses - Summary of  HTML    106K  
                Gross Carrying Amount of Loans Measured at                       
                Amortized Cost - Credit Cards (Detail)                           
139: R123        Loans and Allowance for Credit Losses - Summary of  HTML    110K  
                Gross Carrying Amount of Loans Measured at                       
                Amortized Cost - Small Business (Detail)                         
140: R124        Loans and Allowance for Credit Losses - Summary of  HTML    106K  
                Gross Carrying Amount of Loans Measured at                       
                Amortized Cost - Undrawn Loan Commitments Retail                 
                (Detail)                                                         
141: R125        Loans and Allowance for Credit Losses - Summary of  HTML    107K  
                Gross Carrying Amount of Loans Measured at                       
                Amortized Cost - Wholesale (Detail)                              
142: R126        Loans and Allowance for Credit Losses - Summary of  HTML    102K  
                Gross Carrying Amount of Loans Measured at                       
                Amortized Cost - Undrawn Loan Commitments                        
                Wholesale (Detail)                                               
143: R127        Loans and Allowance for Credit Losses - Summary of  HTML     83K  
                Gross Carrying Amount of Loans Measured at                       
                Amortized Cost (Parenthetical) (Detail)                          
144: R128        Loans and Allowance for Credit Losses - Disclosure  HTML     94K  
                of Loans Past Due But Not Impaired (Detail)                      
145: R129        Significant acquisitions and disposition -          HTML    121K  
                Additional Information (Detail)                                  
146: R130        Derecognition of financial assets - Additional      HTML     92K  
                Information (Detail)                                             
147: R131        Derecognition of financial assets - Summary of      HTML    102K  
                Carrying Amount and Fair Value of Transferred                    
                Assets Did Not Qualify for Derecognition (Detail)                
148: R132        Structured Entities - Additional Information        HTML    135K  
                (Detail)                                                         
149: R133        Structured Entities - Summary of Assets and         HTML    131K  
                Liabilities, Maximum Exposure to Loss Related to                 
                Interests in Unconsolidated Structured Entities                  
                (Detail)                                                         
150: R134        Structured Entities - Summary of Assets and         HTML     86K  
                Liabilities, Maximum Exposure to Loss Related to                 
                Interests in Unconsolidated Structured Entities                  
                (Parenthetical) (Detail)                                         
151: R135        Derivative financial instruments and hedging        HTML    231K  
                activities - Notional Amount of Derivatives by                   
                Term to Maturity (Absolute Amounts) (Detail)                     
152: R136        Derivative financial instruments and hedging        HTML     90K  
                activities - Notional Amount of Derivatives by                   
                Term to Maturity (Absolute Amounts)                              
                (Parenthetical) (Detail)                                         
153: R137        Derivative financial instruments and hedging        HTML    159K  
                activities - Summary of Fair Value of Derivative                 
                Instruments (Detail)                                             
154: R138        Derivative financial instruments and hedging        HTML     95K  
                activities - Summary of Fair Value of Derivative                 
                Instruments by Term to Maturity (Detail)                         
155: R139        Derivative financial instruments and hedging        HTML     93K  
                activities - Disclosure of detailed information                  
                about hedging instruments (Detail)                               
156: R140        Derivative financial instruments and hedging        HTML    117K  
                activities - Summary of Derivative-related Credit                
                Risk (Detail)                                                    
157: R141        Derivative financial instruments and hedging        HTML     82K  
                activities - Summary of Derivative-related Credit                
                Risk (Parenthetical) (Detail)                                    
158: R142        Derivative financial instruments and hedging        HTML    106K  
                activities - Summary of Replacement Cost of                      
                Derivative Instruments by Risk Rating and by                     
                Counterparty Type (Detail)                                       
159: R143        Derivative financial instruments and hedging        HTML     98K  
                activities - Summary of Fair Values of Derivative                
                and Non-derivative Instruments Categorized by                    
                Hedging Relationships (Detail)                                   
160: R144        Derivative financial instruments and hedging        HTML    157K  
                activities - Maturity Analysis of notional Amounts               
                and Average Rates of hedging Instruments (Detail)                
161: R145        Derivative financial instruments and hedging        HTML    102K  
                activities - Summary of Fair Value Hedges - Assets               
                and Liabilities Designated as hedged Items                       
                (Detail)                                                         
162: R146        Derivative financial instruments and hedging        HTML     89K  
                activities - Summary of Fair Value Hedges - Assets               
                and Liabilities Designated as hedged Items                       
                (Parenthetical) (Detail)                                         
163: R147        Derivative financial instruments and hedging        HTML    106K  
                activities - Summary of Cash flow and Net                        
                Investment Hedges - Assets and Liabilities                       
                Designated as Hedged Items (Detail)                              
164: R148        Derivative financial instruments and hedging        HTML    116K  
                activities - Summary of Effectiveness of                         
                Designated Hedging Relationships (Detail)                        
165: R149        Derivative financial instruments and hedging        HTML     85K  
                activities - Summary of Effectiveness of                         
                Designated Hedging Relationships (Parenthetical)                 
                (Detail)                                                         
166: R150        Derivative financial instruments and hedging        HTML    132K  
                activities - Reconciliation of Components of                     
                Equity by Hedging Designation (Detail)                           
167: R151        Premises and Equipment - Summary of Premises and    HTML    170K  
                Equipment (Detail)                                               
168: R152        Premises and Equipment - Summary of Premises and    HTML     82K  
                Equipment (Parenthetical) (Detail)                               
169: R153        Premises and Equipment - Additional Information     HTML     94K  
                (Detail)                                                         
170: R154        Goodwill and other intangible assets - Summary of   HTML    119K  
                Changes in Carrying Amount of Goodwill by Cash                   
                Generating Units (Detail)                                        
171: R155        Goodwill and other intangible assets - Additional   HTML    107K  
                Information (Detail)                                             
172: R156        Goodwill and other intangible assets - Summary of   HTML    111K  
                Terminal Growth Rates and Pre-tax Discount Rates                 
                Used in Discounted Cash Flow Models (Detail)                     
173: R157        Goodwill and other intangible assets - Summary of   HTML    151K  
                Carrying Amount of Other Intangible Assets                       
                (Detail)                                                         
174: R158        Joint ventures and associated companies - Summary   HTML     91K  
                of Carrying Value of Interests in Joint Ventures                 
                and Associated Companies Accounted Under the                     
                Equity Method (Detail)                                           
175: R159        Joint ventures and associated companies - Summary   HTML     84K  
                of Carrying Value of Interests in Joint Ventures                 
                and Associated Companies Accounted Under the                     
                Equity Method (Parenthetical) (Detail)                           
176: R160        Other Assets - Summary of Other Assets (Detail)     HTML    115K  
177: R161        Deposits - Summary of Deposit Liabilities (Detail)  HTML    119K  
178: R162        Deposits - Summary of Deposit Liabilities           HTML     89K  
                (Parenthetical) (Detail)                                         
179: R163        Deposits - Summary of Contractual Maturities of     HTML    101K  
                Term Deposit Liabilities (Detail)                                
180: R164        Deposits - Summary of Average Deposit Balances and  HTML     92K  
                Average Rates of Interest (Detail)                               
181: R165        Insurance - Summary of Net Premiums and Claims      HTML     91K  
                (Detail)                                                         
182: R166        Insurance - Significant Insurance Assumptions       HTML     92K  
                (Detail)                                                         
183: R167        Insurance - Summary of Gross and Reinsurers' Share  HTML    108K  
                of Insurance Liabilities (Detail)                                
184: R168        Insurance - Reconciliation of Life Insurance        HTML     97K  
                Policyholder Liabilities (Detail)                                
185: R169        Insurance - Additional Information (Detail)         HTML     88K  
186: R170        Insurance - Sensitivity Analysis of Insurance       HTML    100K  
                Policyholder Liabilities to Reasonably Possible                  
                Changes in Actuarial Assumptions (Detail)                        
187: R171        Segregated funds - Summary of Changes in Net        HTML     90K  
                Assets (Detail)                                                  
188: R172        Segregated funds - Summary of Segregated Funds Net  HTML     96K  
                Assets (Detail)                                                  
189: R173        Employee benefits - Pension and other               HTML    114K  
                post-employment benefits - Additional Information                
                (Detail)                                                         
190: R174        Employee benefits - Pension and other               HTML    115K  
                post-employment benefits - Analysis of Financial                 
                Position Related to Pension and Other                            
                Post-employment Benefit Plans (Detail)                           
191: R175        Employee benefits - Pension and other               HTML    153K  
                post-employment benefits - Analysis of Movement in               
                Financial Position Related to Pension and Other                  
                Post-employment Benefit Plans (Detail)                           
192: R176        Employee benefits - Pension and other               HTML     88K  
                post-employment benefits - Analysis of Movement in               
                Financial Position Related to Pension and Other                  
                Post-employment Benefit Plans (Parenthetical)                    
                (Detail)                                                         
193: R177        Employee benefits - Pension and other               HTML    114K  
                post-employment benefits - Summary of Composition                
                of Pension and Other Post-employment Benefit                     
                Expense (Detail)                                                 
194: R178        Employee benefits - Pension and other               HTML    102K  
                post-employment benefits - Summary of Composition                
                of Remeasurements Recorded in OCI (Detail)                       
195: R179        Employee benefits - Pension and other               HTML    109K  
                post-employment benefits - Asset Allocation of                   
                Defined Benefit Pension Plans (Detail)                           
196: R180        Employee benefits - Pension and other               HTML     85K  
                post-employment benefits - Asset Allocation of                   
                Defined Benefit Pension Plans (Parenthetical)                    
                (Detail)                                                         
197: R181        Employee benefits - Pension and other               HTML    106K  
                post-employment benefits - Maturity Profile of                   
                Defined Benefit Pension Plan Obligation (Detail)                 
198: R182        Employee benefits - Pension and Other               HTML     94K  
                Post-employment Benefits - Weighted Average                      
                Assumptions to Determine Benefit Obligation                      
                (Detail)                                                         
199: R183        Employee benefits - Pension and other               HTML     98K  
                post-employment benefits - Mortality Assumptions                 
                to Determine Benefit Obligation (Detail)                         
200: R184        Employee benefits - Pension and other               HTML     99K  
                post-employment benefits - Sensitivity Analysis of               
                Key Assumptions (Detail)                                         
201: R185        Employee benefits - Pension and other               HTML    103K  
                post-employment benefits - Sensitivity Analysis of               
                Key Assumptions (Parenthetical) (Detail)                         
202: R186        Other liabilities - Summary of Other Liabilities    HTML    117K  
                (Detail)                                                         
203: R187        Subordinated debentures - Summary of Net of         HTML    143K  
                Holdings in Debentures (Detail)                                  
204: R188        Subordinated debentures - Summary of Net of         HTML    176K  
                Holdings in Debentures (Parenthetical) (Detail)                  
205: R189        Subordinated debentures - Maturities of             HTML     91K  
                Subordinated Debentures (Detail)                                 
206: R190        Equity - Additional Information (Detail)            HTML    100K  
207: R191        Equity - Summary of Common and Preferred Shares     HTML    183K  
                and Other Equity Instruments Outstanding (Detail)                
208: R192        Equity - Summary of Common and Preferred Shares     HTML    126K  
                and Other Equity Instruments Outstanding                         
                (Parenthetical) (Detail)                                         
209: R193        Equity - Summary of Significant Terms and           HTML    137K  
                Conditions of Preferred Shares and Other Equity                  
                Instruments (Detail)                                             
210: R194        Equity - Summary of Significant Terms and           HTML    127K  
                Conditions of Preferred Shares and Other Equity                  
                Instruments (Parenthetical) (Detail)                             
211: R195        Share-based compensation - Additional Information   HTML    145K  
                (Detail)                                                         
212: R196        Share-based compensation - Summary of Stock Option  HTML    104K  
                Activity and Related Information (Detail)                        
213: R197        Share-based compensation - Summary of Stock Option  HTML     84K  
                Activity and Related Information (Parenthetical)                 
                (Detail)                                                         
214: R198        Share-based compensation - Summary of Options       HTML    113K  
                Outstanding and Exercisable by Range of Exercise                 
                Price (Detail)                                                   
215: R199        Share-based compensation - Weighted average         HTML     91K  
                assumptions (Detail)                                             
216: R200        Share-based compensation - Summary of Units         HTML    100K  
                Granted Under Deferred Share and Other Plans                     
                (Detail)                                                         
217: R201        Share-based compensation - Summary of Obligation    HTML     97K  
                Under Deferred Share and Other Plans (Detail)                    
218: R202        Share-based compensation - Summary of Compensation  HTML     94K  
                Expenses Recognized Under Deferred Share and Other               
                Plans (Detail)                                                   
219: R203        Income taxes - Components of Tax Expenses (Detail)  HTML    143K  
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‘EX-97’   —   Clawback Policy re: Recovery of Erroneously Awarded Compensation


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EX-97  

Exhibit 97

ROYAL BANK OF CANADA POLICY FOR THE

RECOVERY OF ERRONEOUSLY AWARDED INCENTIVE-BASED COMPENSATION FROM

EXECUTIVE OFFICERS

I. BACKGROUND

Royal Bank of Canada (“RBC”) has adopted this policy (this “Policy”) to provide for the recovery or “clawback” of certain incentive compensation in the event of a Restatement (as defined below). This Policy is intended to comply with, and will be interpreted to be consistent with, the requirements of Section 303A.14 of the New York Stock Exchange (“NYSE”) Listed Company Manual.

II. STATEMENT OF POLICY

RBC shall recover reasonably promptly the amount of erroneously awarded Incentive-Based Compensation (as defined below) in the event that RBC is required to prepare an accounting restatement due to the material noncompliance of RBC with any financial reporting requirement under applicable securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “Restatement”).

RBC shall recover erroneously awarded Incentive-Based Compensation in compliance with this Policy except to the extent provided under the section entitled “V. Exceptions” herein.

III. SCOPE OF POLICY

A. Covered Persons and Recovery Period. This Policy applies to all Incentive-Based Compensation received by a person:

 

   

after beginning service as an Executive Officer (as defined below),

   

who served as an Executive Officer at any time during the performance period for that Incentive-Based Compensation,

   

while RBC has a class of securities listed on NYSE, and

   

during the three completed fiscal years immediately preceding the date that RBC is required to prepare a Restatement (the “Recovery Period”).

Notwithstanding this look-back requirement, RBC is only required to apply this Policy to Incentive-Based Compensation received on or after October 2, 2023.

For purposes of this Policy, Incentive-Based Compensation shall be deemed “received” in RBC’s fiscal period during which the Financial Reporting Measure (as defined herein) specified in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.

B. Transition Period. In addition to the Recovery Period, this Policy applies to any transition period (that results from a change in RBC’s fiscal year) within or immediately following the Recovery Period (a “Transition Period”), provided that a Transition Period between the last day of RBC’s previous fiscal year end and the first day of RBC’s new fiscal year that comprises a period of nine to 12 months will be deemed a completed fiscal year. For clarity, RBC’s obligation to recover erroneously awarded Incentive-Based Compensation under this Policy is not dependent on if or when a Restatement is filed.

C. Determining Recovery Period. For purposes of determining the relevant Recovery Period, the date that RBC is required to prepare the Restatement is the earlier to occur of:


   

the date the board of directors of RBC (the “Board”), a committee of the Board, or the officer or officers of RBC authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that RBC is required to prepare a Restatement, and

   

the date a court, regulator, or other legally authorized body directs RBC to prepare a Restatement.

IV. AMOUNT SUBJECT TO RECOVERY

A. Recoverable Amount. The amount of Incentive-Based Compensation subject to recovery under this Policy is the amount of Incentive-Based Compensation received that exceeds the amount of Incentive-Based Compensation that otherwise would have been received had it been determined based on the restated amounts, computed without regard to any taxes paid.

B. Covered Compensation Based on RBC’s Common Share Price or TSR. For Incentive-Based Compensation based on the price of RBC’s common shares or total shareholder return (“TSR”), where the amount of erroneously awarded Incentive-Based Compensation is not subject to mathematical recalculation directly from the information in a Restatement, the recoverable amount shall be based on a reasonable estimate of the effect of the Restatement on the share price or TSR upon which the Incentive-Based Compensation was received. In such event, RBC shall maintain documentation of the determination of that reasonable estimate and provide such documentation to the NYSE.

V. EXCEPTIONS

RBC shall recover erroneously awarded Incentive-Based Compensation in compliance with this Policy except to the extent that the conditions set out below are met and the Human Resources Committee of RBC’s Board of Directors (the “Committee”) has made a determination that recovery would be impracticable:

A. Direct Expense Exceeds Recoverable Amount. The direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered; provided, however, that before concluding it would be impracticable to recover any amount of erroneously awarded Incentive-Based Compensation based on the anticipated expense of enforcement, RBC shall make a reasonable attempt to recover such erroneously awarded Incentive-Based Compensation, document such reasonable attempt(s) to recover, and provide that documentation to the NYSE.

B. Violation of Home Country Law. Recovery would violate applicable Canadian federal or provincial law (“Canadian law”) where that law was adopted prior to November 28, 2022; provided, however, that before concluding it would be impracticable to recover any amount of erroneously awarded Incentive-Based Compensation based on violation of Canadian law, RBC shall obtain an opinion of Canadian counsel, acceptable to the NYSE, that recovery would result in such a violation, and shall provide such opinion to NYSE.

C. Recovery from Certain Tax-Qualified Retirement Plans. Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of RBC, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.

VI. PROHIBITION AGAINST INDEMNIFICATION

RBC shall not indemnify any Executive Officer or former Executive Officer against the loss of erroneously awarded Incentive-Based Compensation.

VII. DISCLOSURE

RBC shall file all disclosures with respect to recoveries under this Policy in accordance with the requirements of all applicable Canadian and U.S. Federal securities laws, including the disclosure required to be included in applicable Securities and Exchange Commission (“SEC”) filings.

VIII. DEFINITIONS

Unless the context otherwise requires, the following definitions apply for purposes of this Policy:


Executive Officer” means RBC’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of RBC in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policymaking functions for RBC. Executive officers of RBC’s subsidiaries are deemed Executive Officers of RBC if they perform such policy making functions for RBC. Policy-making function is not intended to include policymaking functions that are not significant. Identification of an Executive Officer for purposes of this Policy will include at a minimum executive officers identified pursuant to 17 CFR 229.401(b).

Financial Reporting Measures” means any of the following: (i) measures that are determined and presented in accordance with the accounting principles used in preparing RBC’s financial statements, and any measures that are derived wholly or in part from such measures, (ii) stock price and (iii) TSR. A Financial Reporting Measure need not be presented within RBC’s financial statements or included in a filing with the SEC.

Incentive-Based Compensation means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure.

IX. APPROVAL AUTHORITY; REVIEW SCHEDULE.

This Policy is reviewed for approval by the Committee, following review by the Compensation Risk Management Oversight Committee and Group Risk Committee, every three years and reviewed by the Compensation Sub-Group annually. This Policy should be reviewed more frequently if required by changes to applicable laws or regulations or to ensure the effectiveness of this Policy and RBC’s adherence to best practices. This Policy was last approved by the Committee on October 18, 2023.

X. NON-SUBSTANTIVE CHANGES

Non-substantive changes to this Policy will be approved by the SVP, Compensation and Benefits.

XI. EFFECTIVENESS; OTHER RECOUPMENT RIGHTS

This Policy shall be effective as of October 18, 2023. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to RBC and its subsidiaries and affiliates under applicable law or pursuant to the terms of any similar policy or similar provision in any employment agreement, equity award agreement or similar agreement.

XII. MONITORING FOR EFFECTIVENESS AND/OR REPORTING REQUIREMENTS

Human Resources, Financial & Regulatory Reporting and the Accounting Policy Group, and Law Group are responsible for monitoring and interpreting the application of this Policy.

XIII. OWNERSHIP / RESPONSBILITY FOR THIS POLICY

This document is the responsibility of Human Resources, Compensation and Benefits.


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘40-F’ Filing    Date    Other Filings
Filed on:11/30/236-K
For Period end:10/31/23424B2,  FWP
10/18/23424B2,  FWP
10/2/23424B2,  FWP
11/28/22424B2,  FWP
 List all Filings 


5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/19/24  Royal Bank of Canada              424B2       4/18/24    1:420K                                   Donnelley … Solutions/FA
 4/17/24  Royal Bank of Canada              424B2                  1:403K                                   Donnelley … Solutions/FA
12/20/23  Royal Bank of Canada              424B3                  1:521K                                   Donnelley … Solutions/FA
12/19/23  Royal Bank of Canada              F-3/A                  3:670K                                   Donnelley … Solutions/FA
12/05/23  Royal Bank of Canada              F-3                   10:881K                                   Donnelley … Solutions/FA
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