At RBC we know that caring about our impact on the environment and society and how we govern our company are essential to generating long-term value for RBC and our stakeholders, and we are constantly looking for ways to improve our performance in all three areas.
We expect our directors, officers and employees to conduct our business in a legal and ethical manner. To ensure that they do that, our personnel are required to comply at all times with RBC’s Code of Conduct, which among other things requires all RBC personnel to:
The foundation of our governance is our Board of Directors and the Board’s committees, which are governed by our Certificate of Incorporation, bylaws, Corporate Governance Guidelines, and charters for the Audit Committee, Compensation Committee, and Nomination and Governance Committee. In turn, our Board has adopted a number of policies to promote our values and good corporate governance, which we believe are important to the success of our business and the interests of our shareholders.
The RBC Board is composed of six outside directors, who provide the Board with independence and broad and diverse experience and perspectives, and two inside directors, who provide the Board with an in-depth insight into our business. All Board committees are composed entirely of outside directors.
RBC strives to have a Board of Directors composed of persons from diverse backgrounds, industries and disciplines who possess diverse knowledge, expertise, skills, perspectives and viewpoints. Our Board achieves this goal by including engineers, people from finance and accounting, academics, and a private equity investor.
Important to our governance framework is the alignment of our directors and senior management with our stockholders, which we accomplish through robust stock ownership requirements for our directors and executive officers.
Our various corporate policies not only require our personnel to comply with those policies but also require the reporting of suspected violations. Any person who is not comfortable reporting a problem to a supervisor has the option of utilizing an anonymous “hotline” operated by a third party administrator. What’s important to us is that problems are communicated quickly so we can effectively remediate them, and we scrupulously protect our whistleblowers.
The integrity of our financial reporting is of paramount importance to RBC so we maintain a robust set of internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. RBC has a policy that encourages anyone with a concern regarding accounting or auditing matters to share that concern directly with the Audit Committee, or via our anonymous “hotline,” so that the concern can be independently evaluated and investigated and, if necessary, effective corrective action can be taken.
Data is a critical business asset of RBC and the security of that data is equally critical. We impress upon all employees that they are stewards of our data and the first line of defense against cyber attacks. RBC utilizes the latest security tools, techniques and training to resist cyber attacks and to mitigate the damage from successful attacks in order to assure the confidentiality of our company-owned data (including our intellectual property) and the data of our customers, suppliers and employees. As a U.S. government military contractor, we are also subject to the Department of Defense’s DFAR supplement and other federal regulations that require our IT systems to comply with the security and privacy controls in National Institute of Standards and Technology Special Publication 800-171.