Royal Bank Of Canada - 40-F annual report

 

(Exact name of registrant as specified in its charter)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Securities registered or to be registered pursuant to Section 12(g) of the Act.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

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.

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.

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.

Information about disclosure controls and procedures and on internal control over financial reporting can be found under “Controls and procedures” on page 42 of our management’s discussion and analysis, and Management’s report on internal control over financial reporting can be found on page 112 of our Financial Review which is set forth in Exhibit 2.

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 either of them an “expert” for any purpose, impose any duties, obligations or liability on either Mr. Reinhard or Ms. Laberge 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.

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. On October 18, 2007, the Registrant’s board of directors approved certain amendments which update the Code of Conduct, including clarification of the Registrant’s process for approving and disclosing waivers, increased confidentiality protection provisions, additional guidelines for conflicts of interest and updated standards for maintaining respectful workplaces. The foregoing summary is qualified in its entirety by the full text of the Code of Conduct which is set forth in Exhibit 5 and is also available on our website at rbc.com.

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 24 of our annual information form, which pages are incorporated by reference. A copy of our pre-approval policies and procedures can be found in Appendix D of our annual information form, which pages are incorporated by reference.

Information about off-balance sheet arrangements can be found under “Off-balance sheet arrangements” beginning on page 77 of our management’s discussion and analysis, which pages are incorporated by reference.

Tabular disclosure of contractual obligations can be found under “Risk management — Liquidity and funding risk” beginning on page 96 of our management’s discussion and analysis, which page is incorporated by reference.

Information about identification of the audit committee can be found under “Audit Committee” beginning on page 24 of our annual information form, which pages are incorporated by reference.

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.

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.