Royal Bank Of Canada 40-F for FY2021
Royal Bank Of Canada (RY)
40-F
2021-12-01
For: 2021-10-31
View Original
Added on
April 10, 2026
About this 40-F
Royal Bank Of Canada filed this 40-F on December 1, 2021, covering the fiscal year ended October 31, 2021 (FY2021).
Headline figures
Fiscal year ended October 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- 49.69B CAD
- up 5.3% from 47.18B CAD a year earlier
- Net income
- 16.04B CAD
- up 40.3% from net income of 11.43B CAD a year earlier
- Diluted EPS
- 11.06 CAD
- up 41.4% from 7.82 CAD a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
[Check one]
OR
For the fiscal year ended |
Commission File Number |
(Exact name of Registrant as specified in its charter)
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)) |
Attention: Karen E. McCarthy
Senior Vice President, Associate General Counsel & Secretary
(416 ) 974-6715
(Address and telephone number of Registrant’s principal executive offices)
Attention: Matthew Abrusci
Vice President & Associate General Counsel
(212 ) 437-9267
(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) 974-0446 |
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 | ||
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:
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 |
||||
First Preferred Shares |
||||
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 |
|||
Series BO |
14,000,000 |
|||
Series BQ |
1,750,000* |
|||
Series BR |
1,250,000* |
|||
Series BS |
1,000,000* |
|||
Series BT |
750,000** |
|||
Series C-2 |
15,385 |
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-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). *In connection with the issuance of Limited Recourse Capital Notes (LRCN) Series 1, on July 28, 2020, the Registrant issued $1,750 million of First Preferred Shares Series BQ (Series BQ) at a price of $1,000 per Series BQ. In connection with the issuance of LRCN Series 2, on November 2, 2020, the Registrant issued $1,250 million of First Preferred Shares Series BR (Series BR) at a price of $1,000 per Series BR. In connection with the issuance of LRCN Series 3, on June 8, 2021, the Registrant issued $1,000 million of First Preferred Shares Series BS (Series BS) at a price of $1,000 per Series BS. The Series BQ, Series BR and Series BS were issued to a consolidated trust to be held as trust assets in connection with the LRCN structure.
**The First Preferred Shares Series BT were issued on November 5, 2021 to certain institutional investors.
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule
12b-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. | ||
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. |
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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 112 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 125 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 three audit committee financial experts serving on its audit committee. Cynthia Devine, 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 Cynthia Devine, 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 Cynthia Devine, 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 2021, the Registrant adopted a revised Code of Conduct. Key amendments made to the Code of Conduct included additions related to public endorsements and influencer marketing, and enhancements and clarifications to provisions related to human rights, dealing with clients, communities and others, working together and conflicts of interest. 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 23 of our Annual Information Form set forth in Exhibit 1, 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 50 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 78 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 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 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/our-company/governance/index.html.
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 2021.
We currently maintain certain
non-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 2021 these accounts generated less than $3,000 in gross revenue and less than $3,000 in net income.
*Information contained in or otherwise accessible through the websites mentioned in this report does not form part of this report. All references to websites are inactive textual references and for your information only.
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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/ David I. McKay | |
Name: |
David I. McKay | |
Title: |
President and Chief Executive Officer | |
Date: |
December 1, 2021 | |
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INDEX TO EXHIBITS
Exhibit |
Exhibit No. | |
Royal Bank of Canada Annual Information Form dated November 30, 2021 |
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 | |
Rule 13a-14(a)/15d-14(a) |
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 File (formatted as Inline XBRL) |
101 | |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
104 | |
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