Strategies for Executive Compensation: Design and Tax Issues for a ...

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executives, and includes a financial restatement trigger as well as a broader misconduct
trigger covering any failure to follow internal policies and procedures:
“Addresses situations in which individuals might profit from business activities
that are conducted inappropriately or outside of approved risk limits and
tolerances, or from financial results, financial reporting or financial statements
that are erroneous or misstated.
Applicability
The CEO, members of the Group Executive, all executives of RBC and Capital Markets
employees who participate in the RBC Capital Markets Compensation Program. Under
the policy, the financial restatement trigger applies to the CEO and the CAO and CFO,
and all other members of the Group Executive.
Key features
• Allows RBC to recoup incentive awards that have been paid or vested and
cancel unvested mid and long-term incentive awards in the event of
misconduct, including failure to follow internal policies and procedures.
• A financial restatement trigger permits RBC to recoup incentive awards that have
been paid or vested and to cancel unvested mid and long-term incentive awards
in excess of the amount that would have been received under the restated
financial statements, subject to the board’s discretion.
• Additionally, performance-based incentive programs at RBC include provisions
that would revoke certain awards to the CEO, members of the Group Executive,
and other participants if their employment is terminated for cause. In the event of
termination for cause and consistent with the law of the jurisdictions in which we