UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
[Check one]
¨ | REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
x | ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended October 31, 2011 | Commission File Number 001-13928 |
ROYAL BANK OF CANADA
(Exact name of Registrant as specified in its charter)
Canada | 6029 | Not Applicable | ||
(Province or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number (if applicable)) | (I.R.S. Employer Identification No. (if applicable)) |
200 Bay Street
Royal Bank Plaza
Toronto, Ontario
Canada M5J 2J5
Attention: Carol J. McNamara
Vice-President, Associate General Counsel & Secretary
(416) 974-5151
(Address and telephone number of registrant’s principal executive offices)
Royal Bank of Canada
3 World Financial Center
200 Vesey Street
New York, New York 10281
Attention: Daniel L. Torbenson
Chief Counsel, U.S. Regulatory and Corporate Services
(212) 437-9264
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
copies of all correspondence should be sent to:
Paul Guthrie Senior Counsel Royal Bank of Canada 200 Bay Street Toronto, Ontario Canada M5J 2J5 Tel: (416) 974-5151 | Donald R. Crawshaw Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004-2498 Tel: (212) 558-4000 |
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class | Name of each exchange on which registered | |||
Common Shares | New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
Not Applicable | ||||
(Title of Class) |
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
Not Applicable | ||||
(Title of Class) |
For annual reports, indicate by check mark the information filed with this Form:
x Annual information form x Audited annual financial statements
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
Common Shares | 1,438,337,537 | |||
First Preferred Shares | ||||
Series W | 12,000,000 | |||
Series AA | 12,000,000 | |||
Series AB | 12,000,000 | |||
Series AC | 8,000,000 | |||
Series AD | 10,000,000 | |||
Series AE | 10,000,000 | |||
Series AF | 8,000,000 | |||
Series AG | 10,000,000 | |||
Series AH | 8,500,000 | |||
Series AJ | 16,000,000 | |||
Series AL | 12,000,000 | |||
Series AN | 9,000,000 | |||
Series AP | 11,000,000 | |||
Series AR | 14,000,000 | |||
Series AT | 11,000,000 | |||
Series AV | 16,000,000 | |||
Series AX | 13,000,000 |
Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked, indicate the file number assigned to the Registrant in connection with such Rule.
Yes ¨ No x
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨
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CONTROLS AND PROCEDURES
Information about disclosure controls and procedures and on internal control over financial reporting can be found under “Controls and procedures” on page 71 of our management’s discussion and analysis, and in “Management’s Report on Internal Control over Financial Reporting” which can be found on page 82 of our Financial Review which is set forth in Exhibit 2.
AUDIT COMMITTEE FINANCIAL EXPERTS
The Registrant’s board of directors has determined that it has four audit committee financial experts serving on its audit committee. Mr. Timothy Hearn, Ms. Alice Laberge, Mr. Pedro Reinhard and Mr. Victor Young have been determined to be such audit committee financial experts and are independent, as that term is defined by the New York Stock Exchange’s listing standards applicable to the Registrant. The SEC has indicated that the designation of Mr. Hearn, Ms. Laberge, Mr. Reinhard and Mr. Young as audit committee financial experts does not make any of them an “expert” for any purpose, impose any duties, obligations or liability on Mr. Hearn, Ms. Laberge, Mr. Reinhard and Mr. Young that are greater than those imposed on members of the audit committee and board of directors who do not carry this designation or affect the duties, obligations or liability of any other member of the audit committee.
CODE OF ETHICS
The Registrant has adopted a code of ethics (the “Code of Conduct”) that applies to all employees and officers, including its principal executive officer, principal financial officer and principal accounting officer. The full text of the Code of Conduct is set forth in Exhibit 4 and is also available on our website at rbc.com.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information about principal accountant fees and services and a brief description of our pre-approval policies and procedures can be found under “Audit Committee” beginning on page 20 of our annual information form, which section is incorporated by reference. A copy of our pre-approval policies and procedures can be found in Appendix D of our annual information form, which section is incorporated by reference.
OFF-BALANCE SHEET ARRANGEMENTS
Information about off-balance sheet arrangements can be found under “Off-balance sheet arrangements” beginning on page 37 of our management’s discussion and analysis, which section is incorporated by reference.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
Tabular disclosure of contractual obligations can be found under “Risk management – Liquidity and funding management” beginning on page 52 of our management’s discussion and analysis, which section is incorporated by reference.
IDENTIFICATION OF THE AUDIT COMMITTEE
Information about identification of the audit committee can be found under “Audit Committee” beginning on page 20 of our annual information form, which section is incorporated by reference.
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UNDERTAKING
Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities in relation to which the obligation to file an annual report on Form 40-F arises or transactions in said securities.
SUMMARY OF SIGNIFICANT DIFFERENCES FROM NYSE CORPORATE GOVERNANCE RULES
A Summary of Significant Ways Corporate Governance Practices followed by Royal Bank of Canada differ from Corporate Governance Practices Required to be followed by U.S. Domestic Companies under the New York Stock Exchange’s Listing Standards (disclosure required by section 303A.11 of the NYSE Listed Company Manual) is available on the Registrant’s corporate governance website at rbc.com/governance.
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SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
ROYAL BANK OF CANADA | ||
By: | /s/ GORDON M. NIXON | |
Name: | Gordon M. Nixon | |
Title: | President and Chief Executive Officer | |
Date: | December 2, 2011 |
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EXHIBITS
INDEX TO EXHIBITS
Exhibit | Exhibit No. | |
Royal Bank of Canada Annual Information Form dated December 1, 2011 | 1 | |
Financial Review | 2 | |
• Management’s Discussion and Analysis | ||
• Caution Regarding Forward-Looking Statements | ||
• Management’s Responsibility for Financial Reporting | ||
• Report of Independent Registered Chartered Accountants | ||
• Management’s Report on Internal Control over Financial Reporting | ||
• Report of Independent Registered Chartered Accountants | ||
• Consolidated Financial Statements | ||
• Reconciliation of Canadian and United States Generally Accepted Accounting Principles | ||
Consent of Independent Registered Chartered Accountants | 3 | |
Code of Conduct | 4 | |
Industry Guide 3 – Return on Equity and Assets Ratios | 5 | |
Consolidated Ratios of Earnings to Fixed Charges | 7 | |
Rule 13a-14(a)/15d-14(a) Certifications | 31 | |
• Certification of the Registrant’s Chief Executive Officer | ||
• Certification of the Registrant’s Chief Financial Officer | ||
Section 1350 Certifications | 32 | |
• Certification of the Registrant’s Chief Executive Officer | ||
• Certification of the Registrant’s Chief Financial Officer |