40-F 1 d40f.htm FORM 40-F Form 40-F

 

 

U.S. 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, 2008

    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 & Secretary

(416) 974-5151

(Address and telephone number of registrant’s principal executive offices)

Royal Bank of Canada

One Liberty Plaza

New York, New York 10006-1404

Attention: LaBrena Jones Martin

Deputy General Counsel USA

(212) 858-7110

(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:

 

Karen E. McCarthy

Assistant General 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

    1,341,260,229
 

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

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                     

 

 

 

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 39 of our management’s discussion and analysis, and Management’s Report on Internal Control over Financial Reporting can be found on page 127 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. On October 17, 2008, the Registrant’s board of directors approved certain amendments which update the Code of Conduct, including enhanced requirements relating to employee conduct and clarification of the process for reporting to the Ombudsman. The foregoing summary is qualified in its entirety by the full text of the Code of Conduct which 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 22 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 76 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, capital and liquidity management – Liquidity and funding risk” beginning on page 109 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 22 of our annual information form, 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.

 

2

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 5, 2008

 

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EXHIBITS

INDEX TO EXHIBITS

 

Exhibit

    Exhibit No.

Royal Bank of Canada Annual Information Form dated December 4, 2008

    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

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