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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 .. 10 Board size .. 10 Independence of the Board.

• establishing corporate governance structures, principles and practices that contribute to effective oversight of RBC and its subsidiaries. 5. Role of the board chair . The board chair is an independent director wholeads the board and shareholder meetings and is

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