UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM40-F
[Check one]
| ☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year ended October 31, 2019 | Commission File Number001-13928 |
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) | (I.R.S. Employer Identification Number (if applicable)) |
200 Bay Street
Royal Bank Plaza
Toronto, Ontario
Canada M5J 2J5
Attention: Karen E. McCarthy
Senior Vice President, Associate General Counsel & Secretary
(416)974-6715
(Address and telephone number of Registrant’s principal executive offices)
Royal Bank of Canada
30 Hudson Street
Jersey City, New Jersey, 07302
Attention: Maria Douvas
Senior Vice President, U.S. General Counsel & Global Head of Litigation
(212)858-7430
(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:
Josie Caldas Royal Bank of Canada 200 Bay Street Toronto, Ontario Canada M5J 2J5 Tel: (416)974-6715 | Donald R. Crawshaw Sullivan & Cromwell LLP 125 Broad Street New York, New York USA 10004-2498 Tel: (212)558-4000 |
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Shares | RY | 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:
☒ Annual information form ☒ 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 | 1,430,678,036 | |||
First Preferred Shares | ||||
Series W | 12,000,000 | |||
Series AA | 12,000,000 | |||
Series AC | 8,000,000 | |||
Series AE | 10,000,000 | |||
Series AF | 8,000,000 | |||
Series AG | 10,000,000 | |||
Series AZ | 20,000,000 | |||
Series BB | 20,000,000 | |||
Series BD | 24,000,000 | |||
Series BF | 12,000,000 | |||
Series BH | 6,000,000 | |||
Series BI | 6,000,000 | |||
Series BJ | 6,000,000 | |||
SeriesC-2 | 20,385 | |||
Series BK | 29,000,000 | |||
Series BM | 30,000,000 | |||
Series BO | 14,000,000 |
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Yes ☒ No ☐
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule12b-2 of the Exchange Act.
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13
| (a) of the Exchange Act. | ☐ |
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
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CONTROLS AND PROCEDURES
Information about disclosure controls and procedures and internal control over financial reporting can be found under “Controls and procedures” on page 102 of our Management’s Discussion and Analysis set forth in Exhibit 2, and under “Management’s Report on Internal Control over Financial Reporting” which can be found on page 112 of our Financial Review set forth in Exhibit 2, which sections are incorporated by reference.
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. Jacynthe Côté, David F. Denison, Frank Vettese and Jeffery W. Yabuki 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 U.S. Securities and Exchange Commission (the “SEC”) has indicated that the designation of Jacynthe Côté, David F. Denison, Frank Vettese and Jeffery W. Yabuki as audit committee financial experts does not make any of them an “expert” for any purpose, impose any duties, obligations or liability on Jacynthe Côté, David F. Denison, Frank Vettese and Jeffery W. Yabuki 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, contract workers and members of the board of directors, including its principal executive officer, principal financial officer and principal accounting officer. In 2019, the Registrant adopted a revised Code of Conduct. Key amendments made to the Code of Conduct included enhancements and clarifications to provisions related to reporting misconduct, dealing with clients, communities and others, conflicts of interest, and protecting RBC property. 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 ourpre-approval policies and procedures can be found under “Audit Committee” beginning on page 23 of our Annual Information Form set forth in Exhibit 1, which section is incorporated by reference. A copy of ourpre-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 aboutoff-balance sheet arrangements can be found under“Off-balance sheet arrangements” beginning on page 45 of our Management’s Discussion and Analysis set forth in Exhibit 2, which section is incorporated by reference.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
Tabular disclosure of contractual obligations can be found under “Transactional/positional risk drivers – Liquidity and funding risk” beginning on page 71 of our Management’s Discussion and Analysis set forth in Exhibit 2, which section is incorporated by reference.
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IDENTIFICATION OF THE AUDIT COMMITTEE
The Registrant has a separately-designated standing audit committee. Information about the audit committee can be found under “Audit Committee” beginning on page 23 of our Annual Information Form set forth in Exhibit 1, which section is incorporated by reference.
UNDERTAKING
The 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 Form40-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 the Registrant 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.
DISCLOSURE PURSUANT TO SECTION 13(r) OF THE SECURITIES EXCHANGE ACT OF 1934
In accordance with section 13(r) of the U.S. Securities Exchange Act of 1934, we are required to disclose certain Iran-related activities. We maintain a robust economic sanctions compliance program which monitors compliance with economic sanctions requirements in the jurisdictions in which we operate and we believe we have been in compliance with relevant economic sanctions legislation throughout fiscal 2019.
We currently maintain certainnon-U.S. dollar denominated accounts for the Embassy of the Islamic Republic of Iran in Canada (the “Iranian Embassy”). Any funds in these accounts are frozen by Ontario court order in connection with civil litigation, which is being monitored.
In fiscal 2019, these accounts generated less than $3,000 in gross revenue and less than $3,000 in net income.
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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 Form40-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/ David I. McKay | |
| Name: | David I. McKay | |
| Title: | President and Chief Executive Officer | |
| Date: | December 4, 2019 | |
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INDEX TO EXHIBITS
Exhibit | Exhibit No. | |
Royal Bank of Canada Annual Information Form dated December 3, 2019 | 1 | |
Financial Review | 2 | |
• Management’s Discussion and Analysis | ||
• Caution Regarding Forward-Looking Statements | ||
• Management’s Responsibility for Financial Reporting | ||
• Management’s Report on Internal Control over Financial Reporting | ||
• Report of Independent Registered Public Accounting Firm | ||
• Consolidated Financial Statements | ||
Consent of Independent Registered Public Accounting Firm | 3 | |
Code of Conduct | 4 | |
Industry Guide 3 – Return on Equity and Assets Ratios | 5 | |
Rule13a-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 | ||
Interactive Data Files | ||
• XBRL Instance Document • XBRL Taxonomy Extension Schema Document • XBRL Taxonomy Extension Calculation Linkbase Document • XBRL Taxonomy Extension Label Linkbase Document • XBRL Taxonomy Extension Presentation Linkbase Document • XBRL Taxonomy Extension Definitions Linkbase Document | 101.INS 101.SCH 101.CAL 101.LAB 101.PRE 101.DEF | |
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