Royal Bank of Canada | In-person shareholder meetings at Royal Bank of Canada

Status
Filed
AGM date
Previous AGM date
Proposal number
11
Resolution details
Company ticker
RY:CN
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Financials
Company HQ country
Canada
Resolved clause
In-person shareholder meetings It is proposed that the Company’s annual meetings be held in person, and that virtual meetings be in addition to, not instead of, in-person meetings.
Supporting statement
Since 2020, the year in which annual meetings started being held virtually due to public health restrictions related to COVID-19, we have often criticized how these meetings are conducted.1 According to the OECD Principles of Corporate Governance: “[…] due care is required to ensure that remote meetings do not decrease the possibility for shareholders to engage with and ask questions to boards and management in comparison to physical meetings. Some jurisdictions have issued guidance to facilitate the conduct of remote meetings, including for handling shareholder questions, responses and their disclosure, with the objective of ensuring transparent consideration of questions by boards and management, including how questions are collected, combined, answered and disclosed. Such guidance may also address how to deal with technological disruptions that may impede virtual access to meetings.”2 Virtual meetings have benefits that we readily recognize, but they should not be used to the exclusion of in-person meetings. Like Teachers,’3 we believe that annual shareholder meetings should be held in person, with virtual meetings being in addition to (the hybrid model used by all banks in 2023), not instead of, in-person meetings. It is clear that all shareholders must enjoy the same rights, regardless of whether they participate virtually or in person. This position is supported by a number of other organizations, such as the Canadian Coalition for Good Governance (CCGG)4 and many large institutional investors. Given that this proposal has received a very high percentage of votes over the years (48.14% last year), we are submitting it again. 1 Assemblées annuelles : dérive virtuelle, le MÉDAC, 2023-05-09 https://medac.qc.ca/2098/ 2 Recommendation of the Council on Principles of Corporate Governance, OECD Legal Instruments, OECD/LEGAL/0413, adopted on 07/07/2015, amended on 07/06/2023 https://legalinstruments.oecd.org/ en/instruments/OECD-LEGAL-0413 3 Good Governance is Good Business —2023 Proxy Voting Guidelines, Ontario Teachers’ Pension Plan (Teachers’) https://www.otpp.com/content/dam/otpp/documents/OTPP Proxy Voting Guidelines 2023 EN.pdf 4 “Virtual-only shareholder meetings are an unsatisfactory substitute for in-person shareholder meetings because they risk undermining the ability of shareholders to hold management accountable.”, Say no to virtual-only shareholder meetings – they let companies duck accountability, Catherine McCall, The Globe and Mail, May 21, 2023 https://www.theglobeandmail.com/business/commentary/ article-say-no-to-virtual-only-shareholder-meetings-they-let-companies-duck/

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