National Bank of Canada | Responsible, performance-aligned compensation policy at National Bank of Canada

Status
Filed
AGM date
Previous AGM date
Proposal number
3
Resolution details
Company ticker
NA:CN
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Remuneration or pay
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Financials
Company HQ country
Canada
Resolved clause
It is proposed that the Bank adopt a more responsible compensation policy aligned with the Bank’s overall performance.
Supporting statement
In an environment where salary moderation is expected from all sectors, it is essential that executive compensation reflect not only the real performance of the business, but also the evolution of the overall economic situation and the social climate. To reinforce the legitimacy of compensation decisions and preserve the trust of stakeholders, it is proposed that the Board of Directors adopt, by the next annual meeting, a policy of moderation and accountability governing executive compensation. This policy would include the following elements: 1. Alignment with performance and internal equity 2. Increases in total executive compensation (fixed salary, bonuses, long-term incentives) should be based on clear and comparable benchmarks, including: • The annual progression of the Bank’s adjusted net income; • The median growth in employee salaries; • Changes in the dividend per share; and • This alignment would make it possible to link executive recognition to the organization’s real performance and the overall employee experience. 3. Temporary cap during periods of economic pressure • During economic periods marked by high inflation, a housing crisis or stagnant real-economy incomes, the Bank should consider establishing a temporary cap on annual executive compensation increases (e.g., 3% to 5%, except in clearly justified exceptional cases). 4. Increased transparency in public reports 5. The annual report on compensation should present an explicit comparison between: • The increase in executive compensation; • Median employee salary growth; • Financial and extra-financial performance indicators. Adopting such a policy would promote responsible corporate governance, ensure the value created is shared equitably and prevent tensions related to excessive compensation gaps. It would send a clear signal of rigour, transparency and commitment to sustainable performance.

DISCLAIMER: By including a shareholder resolution or management proposal in this database, neither the PRI nor the sponsor of the resolution or proposal is seeking authority to act as proxy for any shareholder; shareholders should vote their proxies in accordance with their own policies and requirements.

Any voting recommendations set forth in the descriptions of the resolutions and management proposals included in this database are made by the sponsors of those resolutions and proposals, and do not represent the views of the PRI.

Information on the shareholder resolutions, management proposals and votes in this database have been obtained from sources that are believed to be reliable, but the PRI does not represent that it is accurate, complete, or up-to-date, including information relating to resolutions and management proposals, other signatories’ vote pre-declarations (including voting rationales), or the current status of a resolution or proposal. You should consult companies’ proxy statements for complete information on all matters to be voted on at a meeting.