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CORPORATE GOVERNANCE FRAMEWORK - RBC

CORPORATE GOVERNANCE FRAMEWORK March 2018 TABLE OF CONTENTS 1. INTRODUCTION .. 3 2. CORPORATE GOVERNANCE PRINCIPLES .. 3 3. GOVERNANCE STRUCTURE .. 5 4. THE BOARD S ROLE .. 5 5. COMMITTEES OF THE BOARD .. 6 Committee Chairs .. 6 Audit Committee .. 7 Risk Committee .. 7 GOVERNANCE Committee .. 7 Human Resources Committee .. 8 External advisors .. 8 6. MANAGEMENT S ROLE .. 8 Group Executive .. 8 Oversight functions .. 9 Reporting and escalation of significant issues to the Audit Committee and Risk Committee .. 9 Disclosure controls and certifications .. 9 7. BOARD COMPOSITION.

To serve the interests of shareholders and other stakeholders, RBC’s corporate governance system is subject to ongoing review, assessment and improvement.

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