RBC Lobbying Disclosure Proposal 9Nov2016 Filed by SumOfUs

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March 28, 2017

Resolved, the shareholders of Royal Bank of Canada ("RBC") request the preparation of a report, updated annually, disclosing:

  1. RBC policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.
  2. Payments by RBC used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.
  3. Description of management’s and the board of directors' decision making process and oversight for making payments described in sections 2 and 3 above.

For the purposes of this shareholder proposal, a "grassroots lobbying communication" is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation.

"Indirect lobbying" is lobbying engaged in by a trade association or other organization of which RBC is a member. Both "direct lobbying" and indirect lobbying" and "grassroots lobbying communications" include efforts to influence public policy at the local, provincial and national levels.

The report shall be presented to the Audit Committee or other relevant RBC oversight committees and posted on RBC’s website.

Supporting Statement

As shareholders, we encourage transparency and accountability in RBC’s use of corporate funds to influence legislation and regulation. In the twelve months ending October 28, 2016 RBC lobbied the Canadian federal government forty seven times. According to OpenSecrets.org, RBC spent US$860,000 lobbying the US Congress in the first ten months of 2016. These figures do not include lobbying to influence policy in state, provincial and local jurisdictions.

RBC is a member of the Business Council of Canada, the Canadian Bankers Association, the Securities Industry and Financial Markets Association. RBC does not disclose its memberships in, or payments to, trade associations, or the portions of such amounts used for lobbying. However, a September 2016 report by SHARE (see http://share.ca/documents/investor_briefs/Social/2016/Corporate_Donations_to_Canadian_Think-Tanks.pdf) identifies RBC as a sponsor of the Fraser Institute. The Fraser Institute has been linked to the Koch Brothers and more recently has been exposed as part of the network of climate change denial funded by Exxon (see http://www.nationalobserver.com/2015/11/06/news/exxon-under-investigation-ny-historic-climate-denial).

Payments to organizations that pursue agendas contrary to RBC’s stated vision “To be among the world’s most trusted financial institutions” may pose additional risks to shareholder value. Transparent reporting would reveal whether company assets are being used for objectives contrary to RBC’s long-term interests.

Lobbying expenditures can potentially involve RBC in controversies posing reputational risks. Grassroots lobbying is another type of lobbying expenditure that RBC does not disclose.

We encourage our Board to require comprehensive disclosure related to direct, indirect and grassroots lobbying.