When:

Thursday, April 3, 2025, 9:30 a.m. Eastern Daylight Time (EDT)

Where:

By live webcast at https://cibcvirtual.com/agm2025

Enter password: cibc2025 (case sensitive)

In person at CIBC Square, 81 Bay Street, Toronto, Ontario

receive our consolidated financial statements for the fiscal year ended October 31, 2024 and the auditors’ report on the statements;

elect directors;

appoint auditors;

vote on an advisory resolution regarding our executive compensation approach;

confirm by special resolution an amendment to By-Law No. 1 regarding directors’ remuneration;

confirm by ordinary resolution amendments to By-Law No. 1 regarding administrative matters;

vote on shareholder proposals; and

consider any other business properly brought before the meeting.

2. Election of Directors

You will be asked to elect 13 director nominees to serve on our Board until the earlier of the next Annual Meeting of Shareholders or the director’s retirement from the Board. The Board recommends that you vote FOR each director nominee.

See pages 11 to 24 for information 

about our director nominees. 

3. Appointment of Auditors

You will be asked to appoint Ernst & Young LLP (EY) as auditors of CIBC. EY has served as the auditors of CIBC since December 2002. The Board recommends that you vote FOR EY as our auditors.

See pages 31 and 32 for information on the 

Audit Committee’s annual assessment of EY’s  independence, audit quality, effectiveness and  service quality and a description of fees paid to the 

auditors. 

You can have a “say on pay” by voting on our approach to executive compensation. Last year, 96.6% of shareholder votes were for our executive compensation approach. We consider the vote an important part of our shareholder engagement process as it offers valuable feedback to our Board. This vote is advisory under applicable law and does not diminish the Board’s role and responsibilities. Even though the resolution is not binding, the Board and the Management Resources and Compensation Committee (MRCC) consider the results of the vote in making future executive compensation decisions.

See pages 58 to 102 for 

Message to our Fellow 

Shareholders and Compensation 

Discussion and Analysis. 

The Board recommends that you vote FOR the following advisory resolution.

RESOLVED on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation disclosed in CIBC’s management proxy circular for the 2024 Annual Meeting of Shareholders.

The Board recommends that shareholders vote FOR the following special resolution:

“RESOLVED BY SPECIAL RESOLUTION THAT:

The amendment of Section 2.6 of By-Law No. 1 to delete the reference to ‘$5,000,000’ and replace it with ‘$6,000,000’, so that section 2.6 reads as follows, be and is hereby confirmed: “2.6 Remuneration

To remunerate the directors for their services as such, there may be paid in each fiscal year from the funds of CIBC to and among the directors such amounts, not exceeding in the aggregate $6,000,000, and in such proportions between them as may be determined from time to time by the board of directors.””

Proposed Amendments

New Sections 

Virtual director meetings – allowing director meetings to be conducted by virtual means upon unanimous consent.

Annual meetings – providing flexibility, in extenuating circumstances, for the annual meeting to be delayed if permitted by the Bank Act (Canada), applicable laws and applicable stock exchange requirements.

Quorum for shareholder meetings – clarifying the definition of quorum for shareholder meetings and that the quorum requirements do not apply to shareholder meetings where the class or share provisions otherwise provide for quorum requirements.

Adjournment and Termination – adding section setting out authority of the chair of the shareholder meeting to adjourn and terminate the meeting.

No second or casting vote – removing the ability of the chair of the shareholder meeting to have a second or casting vote if there is an equality of votes.

Acceptance of proxy – providing authority to the chair of the shareholder meeting to make determinations on the acceptability of proxies.

Renumbering – adding new section 4.4 and renumbering old sections 4.4, 4.5 and 4.6 as sections 4.5, 4.6 and 4.7, respectively.

4.6

Electronic notices – adding ability to provide notices or documents by electronic means in accordance with the Bank Act (Canada).

Use of gender-neutral language

The Board recommends that shareholders vote FOR the following ordinary resolution:

“RESOLVED THAT:

The amendments to By-Law No. 1 of the bank in the form filed on SEDAR+ (www.sedarplus.com) and on the SEC website (www.sec.gov/edgar.shtml) on or about March 4, 2025, other than in respect of Section 2.6 thereof, be and are hereby confirmed.”

7. Shareholder Proposals

You will be asked to vote on 7 shareholder proposals set out on pages 103 to 110 of the Circular. The Board recommends that you vote AGAINST these proposals and explains why following each proposal.

Shareholder proposals that were withdrawn are set out on pages 111 to 113 of the Circular with supporting statements and the Board’s response.

See pages 103 to 113 for  shareholder proposals and the 

Board’s responses. 

the government of Canada or any of its agencies;

the government of a province or territory or any of its agencies;

the government of a foreign country, any political subdivision of a foreign country or any of its agencies;

a person who has acquired more than 10% of any class of our shares without Minister of Finance approval; or

a person or entity controlled by a person that, in aggregate, is more than 20% of the eligible votes that may be cast in respect of that vote, unless permitted by the Minister of Finance.

REGISTERED SHAREHOLDERS

REGISTERED SHAREHOLDERS – You are a registered shareholder if you hold a paper share certificate in your name or your shares are held through the direct registration system. If you are a registered shareholder, you should have received a proxy form with a 13-digit control number. If you did not receive this form, please contact TSX Trust at 1 800 387-0825 (toll-free in Canada and the United States) or 416 682-3860 (other countries).

If you want to vote by proxy before the meeting

Return your completed proxy to CIBC’s transfer agent, TSX Trust, by 1:00 p.m. (EDT) on April 1, 2025 to ensure your vote is counted. We encourage you to vote your shares early.

To vote your shares by proxy, you may provide your voting instructions in one of these ways:

Online – go to http://www.meeting-vote.com/, enter the 13-digit control number located on your proxy form and follow the instructions on the screen; or

       – scan both sides of your proxy form and email it to proxyvote@tmx.com.

Fax – complete your proxy form and fax both sides to TSX Trust at 416 595-9593.

Mail – complete your proxy form and return it in the envelope provided.

If you want to vote through the live webcast

To vote your shares at our meeting through the live webcast, do not complete or return your proxy form. You will be able to vote in real time by completing an online ballot through the live webcast. You must be connected to the internet and follow these steps:

1.   Log in at https://cibcvirtual.com/agm2025 at least 15 minutes before the meeting starts and check browser compatibility. There must be internet connectivity for the duration of the meeting to vote.

2.  Select “Vote” and a separate browser will open. Enter the 13-digit control number from your proxy form as your user name. Enter “cibc2025” (case sensitive) as your password. Any vote you cast at the meeting will revoke any proxy you previously submitted. If you do not wish to revoke a previously submitted proxy, you should not vote during the meeting.

If you want to vote in person at CIBC Square

To vote your shares in person at CIBC Square, do not complete or return the proxy form, but bring it with you to the meeting. You will be able to vote at the meeting by completing a paper ballot. When you arrive at the meeting, please check in at the registration table.

REGISTERED SHAREHOLDERS

If you want to appoint a proxyholder to vote during the meeting for you

You may appoint a proxyholder, other than management’s nominees, Katharine B. Stevenson, Chair of the Board, and Victor G. Dodig, President and Chief Executive Officer, to attend, vote and act on your behalf at the meeting and any continuation or adjournment of the meeting. You should be certain your proxyholder is attending the meeting and is aware they have been appointed by you to vote your shares. To appoint a proxyholder you must follow these steps:

1.  Insert your proxyholder’s name in the space provided on your proxy form and return it online, by fax or mail, as described on the previous page. The person you appoint as your proxyholder does not need to be a CIBC shareholder. You may leave the voting section blank, or you may provide voting instructions that your proxyholder must follow.

If your proxyholder is attending the meeting through the live webcast, you and your proxyholder must follow these additional steps:

2.   You must register your proxyholder by calling TSX Trust at 1 866 751-6315 (within North America) or 1 416 682-3860 (outside North America) or by completing an online form at https://www.tsxtrust.com/control-number-request by 1:00 p.m. on April 1, 2025. TSX Trust will provide your proxyholder with a control number to vote during the meeting. If you do not take this additional step of registering your proxyholder with TSX Trust, your proxyholder will not be able to vote your shares through the live webcast during the meeting.

3.   Your proxyholder should log in at https://cibcvirtual.com/agm2025 at least 15 minutes before the meeting starts and check browser compatibility. There must be internet connectivity for the duration of the meeting to vote.

4.   Your proxyholder should select “Vote” and a separate browser will open. Your proxyholder will enter their user name and password. The user name is the control number emailed to your proxyholder after you registered them with TSX Trust. The password is “cibc2025” (case sensitive).

If your proxyholder is attending the meeting in person, your proxyholder will need to register with our transfer agent, TSX Trust, at the registration table when they arrive at the meeting.

If you want to change your vote

If you change your mind on the voting instructions you sent, you may revoke your proxy in one of these ways:

◾   If you returned your proxy form by fax or mail, you should sign a written statement that you revoke your proxy, provide your new instructions and send it to CIBC Corporate Secretary Division, 81 Bay Street, CIBC Square, 20th Floor, Toronto, Ontario M5J 0E7. It must be received before 1:00 p.m. (EDT) on April 1, 2025.

◾   If you voted online, you may vote online again before 1:00 p.m. (EDT) on April 1, 2025, using the control number on your proxy form.

◾   You can also change your vote by voting through the live webcast described under If you want to vote through the live webcast on the previous page. Any vote you cast at the meeting will revoke any votes you previously submitted. If you do not wish to revoke previously submitted votes, you should not vote during the meeting.

  NON-REGISTERED SHAREHOLDERS

NON-REGISTERED SHAREHOLDERS – You are a non-registered shareholder if your shares are registered in the name of an intermediary, such as a bank, broker or trust company. If you are a non-registered shareholder, you should have received a voting instruction form with a 16-digit control number. If you did not receive this form, please contact the intermediary where your shares are registered. You may vote by proxy before the meeting using the voting instruction form that was sent to you or you may vote during the meeting either by online ballot through the live webcast or in person ballot at the meeting provided you follow the steps below to register yourself as a proxyholder.

We may not have records of your shareholding as a non-registered shareholder. Please make sure you follow the voting instructions on your voting instruction form to vote.

If you want to vote by proxy before the meeting

You must allow sufficient time for your intermediary to receive and act on your instructions. Please check your voting instruction form for information on the deadline for returning your form. We encourage you to vote your shares early.

To vote your shares by proxy, you may provide your voting instructions in one of these ways

Online –  go to www.proxyvote.com, enter the 16-digit control number located on your voting instruction form and follow the instructions on the screen.

Mail – complete your voting instruction form and return it in the envelope provided.

Phone – call 1 800 474-7493 (English) or 1 800 474-7501 (French) and follow the prompts.

If you want to vote in person at CIBC Square during the meeting or appoint a proxyholder to attend in person to vote for you

If you plan to attend the meeting and vote in person, you should appoint yourself as proxyholder by writing your name in the space provided on the voting instruction form and returning it in the envelope provided. Do not complete the voting section because your vote will be taken at the meeting. When you arrive at the meeting, please check in at the registration table.

If you want to appoint someone as your proxyholder to attend the meeting and vote your shares for you, insert the person’s name in the blank space provided on your voting instruction form, and return it in the envelope provided. The person you choose does not have to be a CIBC shareholder. You should confirm this person is attending the meeting and is aware that they have been appointed to vote your shares. If you do not insert a name in the blank space, then Katharine B. Stevenson, Chair of the Board or Victor G. Dodig, President and Chief Executive Officer, will be appointed as your proxyholder.

Your proxyholder is authorized to vote and act for you at the meeting or any continuation or adjournment of the meeting. You can indicate on your voting instruction form how you want your proxyholder to vote your shares and your proxyholder must follow your instructions.

  NON-REGISTERED SHAREHOLDERS

◾ on each director nominee

◾ on the appointment of auditors

◾ the advisory resolution regarding our executive compensation approach

◾ the special resolution to amend By-Law No. 1 regarding directors’ remuneration

◾ the ordinary resolution to amend By-Law No. 1 regarding administrative matters

Phone –

call 416 340-2217 (local) or 1 800 806-5484 (toll-free in Canada and the United States) passcode 7053922# (English) or 514 392-1587 (local) or 1 800 898-3989 (toll-free in Canada and the United States) passcode 9040336# (French) for an audio only experience.

All nominee data is based on self-identification and voluntarily disclosed as of February 6, 2025.

Persons with disabilities are those who self-identify as having long-term, temporary or recurring physical, mental, sensory, psychological or learning differences.

Indigenous peoples refers to the original inhabitants of Canada and their descendants, including First Nations, Inuit, and Métis peoples. Reporting also includes those who self-identify as having mixed or other Indigenous ancestry, based on the aforementioned definition.

People of colour includes those who self-identify as visible minorities in Canada and non-white outside of Canada. Visible minorities is defined as persons - other than Indigenous peoples - who self-identify as non-white.

Members of the LGBTQ+ community refers to those who self-identify as lesbian, gay, bisexual, asexual, queer, two spirit, trans man, trans woman, non-binary and other.

CIBC equity – Mr. Aljoundi meets the equity ownership guideline

Year

   Shares(1)   

(#)

   DSUs(2)   

(#)

Total

    Shares/DSUs    

(#)

Total value of

   Shares/DSUs(3)   

($)

   Total as a multiple of share   

ownership guideline(4)   

“Shares” refers to the number of CIBC common shares a nominee beneficially owned, or exercised control or direction over on February 6, 2025 (the date of information in our 2025 Circular) and February 8, 2024 (the date of information in our 2024 Circular).

“DSUs” refers to the number of deferred share units held by a nominee on February 6, 2025 and February 8, 2024.

“Total value of Shares/DSUs” for 2025 and 2024 is calculated by multiplying “Total Shares/DSUs” by the closing price of a CIBC common share on the Toronto Stock Exchange on December 31, 2024 ($90.93) and December 29, 2023 ($63.80).

“Total as a multiple of share ownership guideline” was calculated by dividing “Total value of Shares/DSUs” by the equity share ownership guideline of $800,000.

CIBC equity - Ms. Caldwell meets the equity ownership guideline

Total 

   Shares/DSUs    

(#)

Total value of

   Shares/DSUs(3)   

($)

   Total as a multiple of share   

ownership guideline(4)

“Shares” refers to the number of CIBC common shares a nominee beneficially owned, or exercised control or direction over on February 6, 2025 (the date of information in our 2025 Circular) and February 8, 2024 (the date of information in our 2024 Circular).

“DSUs” refers to the number of deferred share units held by a nominee on February 6, 2025 and February 8, 2024.

“Total value of Shares/DSUs” for 2025 and 2024 is calculated by multiplying “Total Shares/DSUs” by the closing price of a CIBC common share on the Toronto Stock Exchange on December 31, 2024 ($90.93) and December 29, 2023 ($63.80).

“Total as a multiple of share ownership guideline” was calculated by dividing “Total value of Shares/DSUs” by the equity share ownership guideline of $800,000. Directors who are US citizens and whose primary residence is in the US received their fees in US dollars and their share ownership guideline is in US dollars. For purposes of calculating US director ownership against the guideline, the US dollar amount has been converted to Canadian dollars using the WM/Reuters exchange rate of US$1.00 = C$1.3924 for 2024 and US$1.00 = C$1.3868 for 2023 reflecting the foreign exchange rate on the last trading day of the fiscal year.

CIBC equity – Ms. Collins meets the equity ownership guideline

   Shares(1)    

(#)

   DSUs(2)   

(#)

Total

   Shares/DSUs   

(#)

Total value of  

   SharesDSUs(3)    

($)

   Total as a multiple of share   

ownership guideline(4)

“Shares” refers to the number of CIBC common shares a nominee beneficially owned, or exercised control or direction over on February 6, 2025 (the date of information in our 2025 Circular) and February 8, 2024 (the date of information in our 2024 Circular).

“DSUs” refers to the number of deferred share units held by a nominee on February 6, 2025 and February 8, 2024.

“Total value of Shares/DSUs” for 2025 and 2024 is calculated by multiplying “Total Shares/DSUs” by the closing price of a CIBC common share on the Toronto Stock Exchange on December 31, 2024 ($90.93) and December 29, 2023 ($63.80).

“Total as a multiple of share ownership guideline” was calculated by dividing “Total value of Shares/DSUs” by the equity share ownership guideline of $800,000. Directors who are US citizens and whose primary residence is in the US received their fees in US dollars and their share ownership guideline is in US dollars. For purposes of calculating US director ownership against the guideline, the US dollar amount has been converted to Canadian dollars using the WM/Reuters exchange rate of US$1.00 = C$1.3924 for 2024 and US$1.00 = C$1.3868 for 2023 reflecting the foreign exchange rate on the last trading day of the fiscal year.

Includes DSUs earned for serving on the Boards of CIBC Bancorp USA Inc. and CIBC Bank USA.

Year

   Shares(1)   

(#)

   DSUs(2)   

(#)

Total

    Shares/DSUs    

(#)

Total value of

   Shares/DSUs(3)   

($)

   Total as a multiple of share   

ownership guideline(4)

“Shares” refers to the number of CIBC common shares a nominee beneficially owned, or exercised control or direction over on February 6, 2025 (the date of information in our 2025 Circular) and February 8, 2024 (the date of information in our 2024 Circular).

“DSUs” refers to the number of deferred share units held by a nominee on February 6, 2025 and February 8, 2024.

“Total value of Shares/DSUs” for 2025 and 2024 is calculated by multiplying “Total Shares/DSUs” by the closing price of a CIBC common share on the Toronto Stock Exchange on December 31, 2024 ($90.93) and December 29, 2023 ($63.80).

“Total as a multiple of share ownership guideline” was calculated by dividing “Total value of Shares/DSUs” by the equity share ownership guideline of $800,000.

Year

   Shares(1)   

(#)

   DSUs(2)   

(#)

Total

    Shares/DSUs    

(#)

Total value of

   Shares/DSUs(3)   

($)

   Total as a multiple of share   

ownership guideline(4)

“Shares” refers to the number of CIBC common shares a nominee beneficially owned, or exercised control or direction over on February 6, 2025 (the date of information in our 2025 Circular) and February 8, 2024 (the date of information in our 2024 Circular).

“DSUs” refers to the number of deferred share units held by a nominee on February 6, 2025 and February 8, 2024.

“Total value of Shares/DSUs” for 2025 and 2024 is calculated by multiplying “Total Shares/DSUs” by the closing price of a CIBC common share on the Toronto Stock Exchange on December 31, 2024 ($90.93) and December 29, 2023 ($63.80).

“Total as a multiple of share ownership guideline” was calculated by dividing “Total value of Shares/DSUs” by the equity share ownership guideline of $800,000. Directors who are US citizens and whose primary residence is in the US received their fees in US dollars and their share ownership guideline is in US dollars. For purposes of calculating US director ownership against the guideline, the US dollar amount has been converted to Canadian dollars using the WM/Reuters exchange rate of US$1.00 = C$1.3924 for 2024 and US$1.00 = C$1.3868 for 2023 reflecting the foreign exchange rate on the last trading day of the fiscal year.

   Shares(1)   

(#)

   DSUs(2)   

(#)

Total

    Shares/DSUs    

(#)

Total value of

   Shares/DSUs(3)   

($)

   Total as a multiple of share   

ownership guideline(4)

“Shares” refers to the number of CIBC common shares a nominee beneficially owned, or exercised control or direction over on February 6, 2025 (the date of information in our 2025 Circular) and February 8, 2024 (the date of information in our 2024 Circular).

“DSUs” refers to the number of deferred share units held by a nominee on February 6, 2025 and February 8, 2024.

“Total value of Shares/DSUs” for 2025 and 2024 is calculated by multiplying “Total Shares/DSUs” by the closing price of a CIBC common share on the Toronto Stock Exchange on December 31, 2024 ($90.93) and December 29, 2023 ($63.80).

“Total as a multiple of share ownership guideline” was calculated by dividing “Total value of Shares/DSUs” by the equity share ownership guideline of $800,000.

   Shares(1)   

(#)

   DSUs(2)   

(#)

Total

    Shares/DSUs    

(#)

Total value of

   Shares/DSUs(3)   

($)

   Total as a multiple of share   

ownership guideline(4)

“Shares” refers to the number of CIBC common shares a nominee beneficially owned, or exercised control or direction over on February 6, 2025 (the date of information in our 2025 Circular) and February 8, 2024 (the date of information in our 2024 Circular).

“DSUs” refers to the number of deferred share units held by a nominee on February 6, 2025 and February 8, 2024.

“Total value of Shares/DSUs” for 2025 and 2024 is calculated by multiplying “Total Shares/DSUs” by the closing price of a CIBC common share on the Toronto Stock Exchange on December 31, 2024 ($90.93) and December 29, 2023 ($63.80).

“Total as a multiple of share ownership guideline” was calculated by dividing “Total value of Shares/DSUs” by the equity share ownership guideline of $800,000.

Year

   Shares(1)   

(#)

   DSUs(2)   

(#)

Total

    Shares/DSUs    

(#)

Total value of

   Shares/DSUs(3)   

($)

   Total as a multiple of share   

ownership guideline(4)

“Shares” refers to the number of CIBC common shares a nominee beneficially owned, or exercised control or direction over on February 6, 2025 (the date of information in our 2025 Circular) and February 8, 2024 (the date of information in our 2024 Circular).

“DSUs” refers to the number of deferred share units held by a nominee on February 6, 2025 and February 8, 2024.

“Total value of Shares/DSUs” for 2025 and 2024 is calculated by multiplying “Total Shares/DSUs” by the closing price of a CIBC common share on the Toronto Stock Exchange on December 31, 2024 ($90.93) and December 29, 2023 ($63.80).

“Total as a multiple of share ownership guideline” was calculated by dividing “Total value of Shares/DSUs” by the equity share ownership guideline of $800,000.

Year

   Shares(1)   

(#)

   DSUs(2)   

(#)

Total

    Shares/DSUs    

(#)

Total value of

   Shares/DSUs(3)   

($)

   Total as a multiple of share   

ownership guideline(4)

“Shares” refers to the number of CIBC common shares a nominee beneficially owned, or exercised control or direction over on February 6, 2025 (the date of information in our 2025 Circular).

“DSUs” refers to the number of deferred share units held by a nominee on February 6, 2025.

“Total value of Shares/DSUs” for 2025 is calculated by multiplying “Total Shares/DSUs” by the closing price of a CIBC common share on the Toronto Stock Exchange on December 31, 2024 ($90.93).

“Total as a multiple of share ownership guideline” was calculated by dividing “Total value of Shares/DSUs” by the equity share ownership guideline of $800,000.

Year

   Shares(1)   

(#)

   DSUs(2)   

(#)

Total

    Shares/DSUs    

(#)

Total value of

   Shares/DSUs(3)   

($)

   Total as a multiple of share   

ownership guideline(4)

“Shares” refers to the number of CIBC common shares a nominee beneficially owned, or exercised control or direction over on February 6, 2025 (the date of information in our 2025 Circular) and February 8, 2024 (the date of information in our 2024 Circular).

“DSUs” refers to the number of deferred share units held by a nominee on February 6, 2025 and February 8, 2024.

“Total value of Shares/DSUs” for 2025 and 2024 is calculated by multiplying “Total Shares/DSUs” by the closing price of a CIBC common share on the Toronto Stock Exchange on December 31, 2024 ($90.93) and December 29, 2023 ($63.80).

“Total as a multiple of share ownership guideline” was calculated by dividing “Total value of Shares/DSUs” by the equity share ownership guideline of $800,000.

Year

   Shares(1)   

(#)

   DSUs(2)   

(#)

Total

    Shares/DSUs    

(#)

Total value of

   Shares/DSUs(3)   

($)

   Total as a multiple of share   

ownership guideline(4)

“Shares” refers to the number of CIBC common shares a nominee beneficially owned, or exercised control or direction over on February 6, 2025 (the date of information in our 2025 Circular) and February 8, 2024 (the date of information in our 2024 Circular).

“DSUs” refers to the number of deferred share units held by a nominee on February 6, 2025 and February 8, 2024.

“Total value of Shares/DSUs” for 2025 and 2024 is calculated by multiplying “Total Shares/DSUs” by the closing price of a CIBC common share on the Toronto Stock Exchange on December 31, 2024 ($90.93) and December 29, 2023 ($63.80).

“Total as a multiple of share ownership guideline” was calculated by dividing “Total value of Shares/DSUs” by the equity share ownership guideline of $800,000.

CIBC equity – Mr. Zubrow meets the equity ownership guideline

   Shares(1)   

(#)

   DSUs(2)   

(#)

Total

    Shares/DSUs    

(#)

Total value of

   Shares/DSUs(3)   

($)

   Total as a multiple of share   

ownership guideline(4)

“Shares” refers to the number of CIBC common shares a nominee beneficially owned, or exercised control or direction over on February 6, 2025 (the date of information in our 2025 Circular) and February 8, 2024 (the date of information in our 2024 Circular).

“DSUs” refers to the number of deferred share units held by a nominee on February 6, 2025 and February 8, 2024.

“Total value of Shares/DSUs” for 2025 and 2024 is calculated by multiplying “Total Shares/DSUs” by the closing price of a CIBC common share on the Toronto Stock Exchange on December 31, 2024 ($90.93) and December 29, 2023 ($63.80).

“Total as a multiple of share ownership guideline” was calculated by dividing “Total value of Shares/DSUs” by the equity share ownership guideline of $800,000. Directors who are US citizens and whose primary residence is in the US received their fees in US dollars and their share ownership guideline is in US dollars. For purposes of calculating US director ownership against the guideline, the US dollar amount has been converted to Canadian dollars using the WM/Reuters exchange rate of US$1.00 = C$1.3924 for 2024 and US$1.00 = C$1.3868 for 2023 reflecting the foreign exchange rate on the last trading day of the fiscal year.

Board and Committees

Number of Meetings

Overall Attendance
at Regular Meetings

 Number of 
Regular
Meetings

 Number of 
Special
Meetings

Board

Audit Committee

Corporate Governance Committee

Management Resources and Compensation Committee

Risk Management Committee

Includes experience relating to environmental and climate matters, including climate risk or environmental management acquired from positions in organizations with significant climate and/or sustainability-related considerations in business strategy and operations.

For Fiscal 2025 

($)

Annual Retainers

Cash (may be taken as cash, shares or DSUs(3))

Chair of the Board(4)

Other Directors(5)

Equity (may be taken as shares or DSUs)

Chair of the Board(4)

Other Directors

Committee Chair

Committee membership in excess of one(6)

Meeting Attendance and Travel Fees

Ad-hoc committees (per meeting)

Travel (per trip)(7)

Directors receive additional compensation for serving on boards and committees of CIBC Bancorp USA Inc. and CIBC Bank USA (the US Boards). See “Director Compensation” table on page 28 for additional information.

CIBC directors who are US citizens and whose primary residence is in the US are paid their director compensation in US dollars.

A Deferred Share Unit (DSU) is a bookkeeping entry credited quarterly to an account maintained for a director. The value of a director’s DSU account is payable in cash in a lump sum when they are no longer a director of CIBC or of a subsidiary or affiliate of CIBC. The redemption value of a DSU is based on the value of the common shares of CIBC determined in accordance with the director equity plans. Directors are entitled to dividend equivalent payments that are credited quarterly in the form of additional DSUs at the same rate as dividends on common shares. DSUs do not entitle the holder to voting or other shareholder rights.

The Chair of the Board receives no compensation as a director of CIBC other than the annual cash and equity retainers for the Chair of the Board.

Paid for service on the Board and one committee.

Paid for service on each additional committee in excess of one (excluding special ad-hoc committees and committee chairs).

Paid for attending Board or committee meetings in person, where the distance from the director’s primary place of residence to the meeting location is 300 km or more.

Name(1)

(all figures in C$)

Ammar Aljoundi

Charles Brindamour

Nanci Caldwell

Michelle Collins

Luc Desjardins(4)

Kevin Kelly

Christine Larsen

Mary Lou Maher

William Morneau

Mark Podlasly

François Poirier

Katharine Stevenson

Martine Turcotte

Barry Zubrow

Mr. Dodig did not receive compensation for his services as a director of CIBC. See “Summary compensation table” on page 90 for Mr. Dodig’s compensation as President and Chief Executive Officer.

Amounts paid in US dollars to CIBC directors who are US citizens and whose primary residence is in the US were converted to Canadian dollars using the WM/Reuters exchange rate on the following payment dates:

Amounts reported under “All Other Compensation” include the following:

Fees paid for serving on the boards and committees of the US Boards. Each of Ms. Collins, Mr. Kelly, Ms. Stevenson and Mr. Zubrow received US$185,000 for serving as a director on the US Boards. In addition, Mr. Zubrow received US$50,000 for serving as Chair of the US Boards; Ms. Collins received US$30,000 for serving as Chair of the Audit Committee; and Mr. Kelly received US$20,000 for serving as Chair of the Private Wealth Oversight Committee. Each of Ms. Collins and Mr. Zubrow received fees of US$1,000 per meeting as members of an ad-hoc committee of the US Boards. These amounts were converted to Canadian dollars at the rates set out in note (2).

Mr. Desjardins retired from the Board on April 4, 2024. In honour of his service, Mr. Desjardins received a retirement gift valued at $3,367 and CIBC made a total $10,000 donation to two registered Canadian charities of his selection. These amounts are reported under “All Other Compensation”.

Financial Reporting and

Internal Controls

◾ Recommended Board approval of quarterly and annual financial statements.

◾ Reviewed significant areas of accounting and disclosure judgment and key audit matters, including those relating to:

–  the measurement of expected credit losses under International Financial Reporting Standard (IFRS) 9;

–  the assessment of impairment for goodwill and other assets;

–  the valuation of financial instruments;

–  tax, legal, US deposit insurance and restructuring-related provisions and disclosures; and

–  updates to future accounting standards, including IFRS 18 Presentation and Disclosure in Financial Statements and Amendments to Classification and Measurement of Financial Instruments, and amendments to IFRS 9 and IFRS 7.

◾ Reviewed the implementation of IFRS 17 Insurance Contracts.

◾ Received periodic updates on areas of significant qualitative and quantitative judgements and estimates, as well as regulatory developments impacting financial statement disclosures.

◾ Received updates on the OSFI Assurance Guidelines and the associated work required to support the requirements.

◾ Received updates on the developments related to the US Sarbanes-Oxley Act of 2002 (SOX).

◾ Reviewed reports on internal controls over financial reporting from management and EY; received quarterly reports from the Chief Auditor, including Internal Audit’s opinion on the control environment and key themes; and received updates from Strategic Business Units (SBU) and functional groups on their control environment.

◾ Reviewed the quarterly and annual fraud risk reports, quarterly Anti-Bribery and Anti-Corruption (ABAC) reports and approved updates to the ABAC Policy.

◾ Received updates on regulatory developments related to ESG reporting and related trends, and reviewed CIBC’s ESG disclosures in the Sustainability Report, Climate Report, and the Annual Report, including the MD&A.

◾ Approved the scope of services, terms of engagement, annual audit plan, including audit work in areas related to key areas of judgement, and recommended Board approval of the associated fees of EY.

◾ Pre-approved all EY engagements for non-audit services and fees in accordance with the Scope of Services Policy.

◾ Reviewed and discussed with EY key areas of risk of material misstatement of the financial statements, application of professional skepticism and significant auditor judgment.

◾ Discussed quarterly review results and annual audit findings with EY and reviewed key audit matters set out in the auditor’s report.

◾ Reviewed EY’s written statement of objectivity and independence.

◾ Completed an annual assessment of EY’s audit quality, effectiveness and service quality and recommended their re-appointment for shareholder approval.

◾ Monitored audit quality indicators:

–  Received updates from EY on regulatory developments affecting auditors, and their impact on the bank, including EY’s governance standards that emphasize audit quality; and

–  Reviewed the Canadian Public Accounting Board (CPAB) March 2024 Regulatory Oversight Report: 2023 Annual Inspections Results, and the Public Company Accounting Oversight Board (United States) (PCAOB) August 2024 Report: Staff Update on 2023 Inspection Activities.

◾ Approved the Internal Audit charter, including the organizational framework and the Chief Auditor’s mandate and recommended Board approval of the Internal Audit’s financial plan and staff resources.

◾ Approved Internal Audit’s audit plan, including the audit scope, the risk assessment methodology and monitored its execution, including changes as required.

◾ Reviewed Internal Audit’s assessment of the oversight by Finance and Risk Management.

◾ Reviewed quarterly updates on key elements of open deficiencies for SBUs and functional groups.

◾ Reviewed the performance goals and succession plan and assessed the effectiveness and performance of the Chief Auditor.

◾ Monitored Internal Audit compliance with regulatory expectations.

◾ Reviewed results of Internal Audit’s self-assessment of its effectiveness.

◾ Approved the Finance organizational framework, Chief Financial Officer (CFO) mandate and recommended Board approval of Finance’s financial plan and staff resources.

◾ Reviewed the status of Finance’s progress against its strategic priorities.

◾ Reviewed the performance goals, succession plan and assessed the effectiveness and performance of the CFO.

◾ Reviewed the results of Finance’s self-assessment of its effectiveness.

◾ Reviewed the quarterly Whistleblower Program Report and approved updates to the Whistleblower Policy.

◾ Received updates on legal matters, including emerging legal risks.

◾ Monitored regulatory developments, including updates on the effect of evolving regulatory expectations on CIBC’s businesses and on the results of regulatory reviews and benchmarking.

◾ Acted as Audit Committee for certain federally regulated subsidiaries.

◾ Reviewed the financial statements and management reports.

◾ Reviewed and discussed audit findings with EY and management.

the limitations on non-audit services required by CIBC’s Policy on the Scope of Services of the Shareholders’ Auditors and the fact that EY provides only limited services other than audit and audit-related services;

reports from EY describing its compliance with its internal policies and procedures, for which the assessments include periodic internal and external reviews of its audit and other work, assessing the adequacy of partners and other personnel working on the CIBC audit;

a formal written statement by EY describing all relationships between it and CIBC that may reasonably be thought to have a bearing on independence as required by PCAOB Rule 3526, if any, including confirmation that it can continue to act as the independent registered public accounting firm for CIBC;

partner rotation for the lead audit partner at least every five years as well as key audit partners as required under independence standards;

management’s procedures for addressing concerns related to the external auditor’s independence, if any;

the robust regulatory framework in Canada and the United States; and

the tenure of EY as CIBC’s independent auditors.

EY’s objectivity and professional skepticism;

the quality and experience of EY’s engagement team;

external reports on audit quality (PCAOB inspection reports and annual reports from CPAB);

an annual assessment of the overall quality of the service provided, including considering trends observed in the annual assessment relative to the prior five year comprehensive review;

the benefit of the length of time EY has served in the role of independent auditors, including EY’s capability and expertise in handling the breadth and complexity of CIBC’s business, and EY’s significant institutional knowledge and deep expertise of CIBC’s accounting policies and practices and internal controls that enhance audit quality;

the quality and candour of EY’s communication with the Audit Committee; and

EY’s independence from CIBC as described above.

(Unaudited, $ millions)

   2024    

   2023    

Audit fees(1)

Audit related fees(2)

Tax fees(3)

Other(4)

Total

34.9   

33.4   

For the audit of CIBC’s annual financial statements and the audit of certain of our subsidiaries, as well as other services normally provided by the principal auditors in connection with CIBC’s statutory and regulatory filings. Audit fees also include the audit of internal controls over financial reporting under the standards of the PCAOB.

For the assurance and related services that are reasonably related to the performance of the audit or review of CIBC’s consolidated financial statements, including accounting consultation, various agreed upon procedures and translation of financial reports.

For tax compliance and advisory services.

Includes fees for non-audit services.

Responsibility

2024 Highlights

◾ Oversaw CIBC’s stakeholder engagement process with shareholders, shareholder advocacy groups and regulatory officials to foster transparent relationships and discuss CIBC’s governance practices and emerging trends.

◾ Continued to focus on regulatory matters including compliance with financial consumer protection frameworks, as well as complaints handling and whistleblowing requirements.

◾ Reviewed governance regulatory developments, including Bill C-59 which contained amendments to the Bank Act (Canada) to facilitate virtual-only shareholder meetings, to introduce “notice-and-access” and harmonize Board diversity disclosure requirements with Canadian corporate legislation; OSFI’s consultation on an Integrity and Security Guideline; the Competition Bureau’s consultation on the implementation of anti- greenwashing provisions; Department of Finance’s consultation paper on interlocking directorates; and upcoming SEC proposals.

◾ Reviewed key trends and insights stemming from Canadian and US bank’s proxy season.

◾ Reviewed director compensation for CIBC, CIBC Bancorp USA Inc. and CIBC Bank USA.

◾ Reviewed and recommended Board approval of CIBC’s Statement of Corporate Governance Practices, responses to shareholder proposals, and governance disclosure in CIBC’s 2024 Management Proxy Circular.

◾ Continued to focus on board governance and structure for CIBC Bancorp USA Inc. and CIBC Bank USA.

◾ Reviewed CIBC’s Sustainability Report and Climate Report, including disclosure of ESG metrics and targets.

◾ Oversaw CIBC’s ESG strategy and governance framework, and related progress, and reviewed:

–  reports and disclosure on CIBC’s ESG practices and performance; and

–  reports to stay abreast of emerging trends, stakeholder perspectives, and industry developments on ESG matters.

◾ Received reports on CIBC’s community investment and giving strategy and activities.

◾ Reviewed and approved CIBC’s Enterprise Subsidiary Governance Framework.

◾ Reviewed the composition, size, and tenure of the boards of CIBC, CIBC Bancorp USA Inc. and CIBC Bank USA.

◾ Reviewed and recommended Board approval of director nominees and determined their independence for service on the boards of CIBC, CIBC Bancorp USA Inc. and CIBC Bank USA.

◾ Reviewed and recommended Board approval of changes in committee composition based on principles that guide committee membership and committee chair succession to balance seasoned views with fresh perspectives and ensuring the committees retain core skills and experiences among their members.

◾ Reviewed and recommended Board approval of the mandate and composition of a new standing committee of the Board – the Technology Committee.

◾ Reviewed and approved changes to the Board Diversity Policy to align terminology to CIBC’s employee policies and disclosures in the Sustainability Report.

◾ Continued Board renewal activities with support from an external consultant as needed; considered director candidates who reflect broad aspects of diversity and experience; recruited a new director for appointment to the Board; and continued to focus on Board member inclusion and succession planning.

◾ Oversaw the evaluation of the effectiveness of the Board, committees, Chair of the Board and Chief Executive Officer (CEO) with the support of an independent external advisor, developed action plans and reviewed progress reports.

◾ Oversaw the administration of CIBC’s Director Development Program and exceeded the Board’s target of dedicating at least 10% of time at regular Board and committee meetings to director education.

◾ Reviewed management reporting standards for the Board and its committees, incorporating best practices to enhance reporting quality and optimize Board meeting efficiency.

◾ Reviewed conduct and culture risk reports, including reviewing and recommending Board approval of enhancements to CIBC’s Code of Conduct.

◾ Acted as the conduct review committee for CIBC and its federally regulated Canadian subsidiaries and, as such, reviewed reports on related parties and policies to foster compliance with the Bank Act (Canada) on related parties that may materially affect CIBC.

◾ Reviewed reports to support oversight of consumer protection provisions under the Bank Act (Canada) and continued engagement with the Financial Consumer Agency of Canada.

◾ Reviewed the effectiveness of CIBC’s client complaint management processes and changes to improve client experience in resolving complaints.

◾ Reviewed an annual report on the effectiveness of CIBC’s global privacy management practices to resolve issues and mitigate privacy-related risks, as well as trends and privacy regulatory developments.

◾ Reviewed and approved CIBC on Human Rights: Modern Slavery and Human Trafficking Statement.

Responsibility

2024 Highlights

Annual Goals and

Measures, Performance and

Compensation, Employment

Arrangements and

Ownership

◾ Reviewed, approved or recommended Board approval of Senior Management and Heads of Oversight Functions fiscal 2024 goals and measures, compensation targets for the upcoming year, performance against goals and year-end compensation.

◾ Approved compensation for employees whose Total Direct Compensation (TDC) exceeds the materiality threshold determined by the MRCC.

◾ Reviewed adherence to share ownership guidelines for executives and Managing Directors.

◾ Reviewed a report on executive and Managing Director severances.

◾ Reviewed quarterly reports on Risk Conduct and Performance as part of the Risk Input into Compensation process.

◾ Enhanced succession planning which included the development of Succession Planning Guides for CEO and Senior Management roles to strengthen our talent processes and governance.

◾ Recommended Board approval of Senior Management succession plans, including the CEO succession plan, after engaging in the annual comprehensive succession planning exercise and incorporating reviews as required by other Board committees. These succession plans highlight and prioritize talent in consideration of career development and growth opportunities.

◾ Reviewed CIBC’s inclusion strategy including: status of seven Inclusion at Work key performance indicators (KPIs); progress against the employment policy and practices phase of our Racial-Equity Assessment; and emerging trends.

◾ Engaged Board members in networking activities to increase exposure and connectivity to leaders and key talent.

Human Capital Strategy,

Culture and Organizational

Changes

◾ Reviewed key strategic initiatives of CIBC’s Human Capital strategy, as well as broader initiatives encompassing people, culture and brand, including periodic updates on:

–  CIBC’s ways of working, specifically our hybrid work arrangement strategy;

–  CIBC’s wellbeing strategy including the approach on health, safety and wellbeing for employees;

–  CIBC’s annual employee survey results;

–  Organizational changes across multiple business lines focused on enabling the execution of strategic priorities; and

–  Key areas of focus within our People Metrics providing data-driven insights in support of our human capital strategies.

◾ Recommended Board approval of changes to Senior Management roles by executing on our succession plans to strategically address current and future needs.

◾ Provided cross border oversight and insights through continued appointment of both the Chair of the Board and the MRCC Chair to the US Human Resources and Compensation Committee.

Compensation Risk,

Incentive Funding,

Philosophy, Policies and

Plans

◾ Approved the Business Performance Factor (BPF) metrics, weightings and goals used in the determination of the BPF including the detailed financial metrics (65%), as well as weightings and goals used in the Client Experience (CX) (25%) and ESG (10%) indices.

◾ Approved CIBC’s compensation philosophy, methodology and governance to ensure it aligns with current processes and practices.

◾ Reviewed and discussed the alignment of compensation with business performance and risk at both the enterprise (incentive pool/BPF) and individual level at our annual joint meeting with the Risk Management Committee. At this meeting, the Directors received insight and had the opportunity to challenge results with management.

◾ Recommended Board approval of aggregate annual incentive compensation and allocations to the SBUs and functional groups.

◾ Reviewed a report on material compensation plans.

◾ Reviewed a report on non-material compensation plans.

◾ Reviewed CIBC’s pension governance structure and activities conducted by delegates for CIBC’s pension plans.

◾ Reviewed the competitiveness of CIBC’s executive pension programs.

◾ Reviewed the annual report on Human Resource internal audits, summarizing audit ratings, number and ratings of deficiencies issued, and the effectiveness of internal controls.

◾ Reviewed Internal Audit’s independent audit report on material compensation plans.

◾ Reviewed global regulatory and governance updates related to executive compensation.

◾ Met with institutional investors to discuss aspects of CIBC’s executive compensation programs.

◾ Obtained advice from the MRCC’s independent compensation advisor on executive compensation matters.

Responsibility

2024 Highlights

◾ Reviewed and recommended for Board approval CIBC’s Risk Appetite Framework and Enterprise Risk Appetite Statement (RAS).

◾ Approved CIBC’s SBU and functional group RASs. Reviews included how CIBC’s risk appetite translates into actionable measures for CIBC’s SBUs and functional groups, alignment to strategic plans, as well as enhancements to strengthen CIBC’s Risk Management function to address evolving risks, current priorities and regulatory frameworks.

◾ Reviewed Risk Management’s assessment of year-end compensation recommendations.

◾ Reviewed and recommended Board approval of the Capital Plan and Policy.

◾ Reviewed and approved refinements to various risk limits, funding, frameworks and policies, and associated compliance reporting.

◾ Monitored and reviewed reports on CIBC’s risk profile, including management’s assessment of information technology risk and governance activities.

◾ Reviewed and recommended Board approval of the Enterprise Artificial Intelligence Framework.

◾ Monitored top and emerging risk themes, including geopolitical, macroeconomic, credit, environmental risks, tail risk events, Artificial Intelligence (AI), information and cybersecurity, Canadian consumer debt and money laundering.

◾ Reviewed management’s self-assessment of the design and operating effectiveness of the risk assessment processes relative to new strategies, products or services.

◾ Reviewed presentations on the risks associated with operational resilience and third party risk management as well as various business activities including quarterly business reviews (Capital Markets, Personal and Business Banking, Canadian and US Commercial Banking and Wealth Management); the Oil and Gas portfolio, Real Estate Secured Lending (RESL), Credit Cards and Personal Lending, Simplii strategy, the commercial real estate and construction portfolio and regional reviews including UK and Asia Pacific regions and CIBC Caribbean.

◾ Reviewed management’s reports on stress testing relative to macroeconomic conditions.

◾ Reviewed several special analyses and deep dives on the capital plan and stress contingent capital actions, liquidity, funding, RESL and commercial real estate portfolios, given the macroeconomic environment.

◾ Reviewed and approved certain lending commitments that exceeded management’s lending authority, as well as the tolerance for disruption statements for critical operations.

Risk Management and

Compliance Functions

◾ Reviewed and recommended Board approval of the Risk Management financial plan and staff resources.

◾ Reviewed succession plans, goals and assessments of effectiveness of the Chief Risk Officer (CRO), Chief Compliance and Privacy Officer and Chief Anti-Money Laundering Officer.

◾ Reviewed results of Risk Management Self-Assessment and key mandates.

◾ Approved the fiscal 2025 Compliance Plan.

◾ Reviewed the Chief Compliance and Privacy Officer’s quarterly report.

◾ Continued to monitor global regulatory developments, guidance and compliance with regulatory requirements.

◾ Reviewed the Privacy report on global privacy risk management, privacy incidents, regulatory notifications and changing privacy laws.

◾ Reviewed the Enterprise Anti-Money Laundering Group’s quarterly report.

◾ Reviewed the Chief Anti-Money Laundering Officer’s annual report.

◾ Approved the Enterprise Anti-Money Laundering, Anti-Terrorist Financing and Sanctions Framework.

◾ Approved the Enterprise Anti-Money Laundering Examination Plan for fiscal 2025

Senior Management includes the Chief Executive Officer (CEO) and individuals who are directly accountable to the CEO. Heads of Oversight Functions includes the Chief Auditor, Chief Compliance Officer, Chief Anti-Money Laundering Officer, Chief Financial Officer (captured as part of Senior Management), and Chief Risk Officer (captured as part of Senior Management) Read about key elements of our governance practices:

At the foundation of CIBC’s governance structure are knowledgeable, independent and experienced directors. Documenting clear roles and responsibilities for the Board and its committees helps the Board supervise the management of CIBC’s business and affairs. Every year, the Board considers for approval changes to the mandates of the Board of Directors, Chair of the Board, Board Committees and Board committee chairs.

Find Mandates of the Board, 

Chair of the Board, Board  Committees and Board 

committee chairs at 

www.cibc.com or  www.sedarplus.com. 

Board Composition

Board Responsibilities

Director Independence

All director nominees are 

independent except 

Victor Dodig, President and 

CEO of CIBC, who is required 

by the Bank Act (Canada) to be a  member of the Board. 

reviewing the impact of any board interlocks (where two or more CIBC directors are on the board of another public company);

retaining advisors when needed for independent advice and counsel;

meeting without the CEO or any other member of management at every regular and special Board meeting;

adhering to CIBC’s Director Tenure Policy and tenure limits (see “Director Tenure” on page 43);

determining whether directors have a material interest in a transaction; and

appointing an independent Chair of the Board to oversee the Board’s operations and decision-making.

routine banking services where a director, their immediate family members or entities they control, receive personal banking services, loans and other financial services in the ordinary course of business from CIBC or one of its subsidiaries as long as the services are on market terms, comply with applicable laws and do not exceed the monetary thresholds in the Board’s independence standards; and

the employment of an immediate family member of a director with CIBC or a subsidiary (provided the immediate family member is not the director’s spouse or an executive officer of CIBC or a subsidiary) and as long as the compensation and benefits received by the family member were established by CIBC in accordance with policies and practices that apply to CIBC employees in comparable positions.

A director is required to

obtain approval from

the Chair of the Board

before joining a new

public company board.

Director Nomination Process

Under the Bank Act (Canada), shareholders may propose a director nominee to be included in CIBC’s Circular, provided they hold 5% of CIBC’s outstanding common shares.

Under CIBC’s Proxy Access Policy, qualifying shareholders may submit director nominations to be included in CIBC’s Circular. This policy is aligned with the approach to proxy access in the United States, except where Canadian law requires CIBC to comply with different requirements on share ownership. The policy is available at www.cibc.com.

A shareholder, client, employee or any other stakeholder may contact the Chair of the Board at any time to recommend director candidates. The Chair of the Board would then ask the Corporate Governance Committee to review the recommendation and report on the outcome of that review to the stakeholder.

continuing integrity and suitability;

overall performance and capability to contribute effectively to the Board and its oversight responsibilities;

compliance with CIBC’s Code of Conduct;

attendance at regular Board and committee meetings; and

tenure on the Board.

Director Tenure

the director no longer satisfies the director qualification requirements under applicable law;

there is a material change in the status of the director’s employment;

the director accepts a role with a company or organization which could have a material conflict with CIBC;

the director, or a company controlled by the director, causes CIBC to incur an irrecoverable loss; or

the director becomes aware that personal circumstances might have an adverse impact on the reputation of CIBC.

You can find our Majority  Voting Policy at  www.cibc.com. 

Annual Board Evaluation Process

The evaluation includes:

◾ a survey completed by each director;

◾ a survey completed by senior executives on the performance of the CEO, the Board and the Board committees they support; and

◾ individual one-on-one meetings between the Chair of the Board and each director, as well as with each member of Senior Management.

The Chief Executive Officer

The Chair of the Board

Board Committees

Board Access to Independent Advisors and Management

Director Orientation and Continuing Education

CIBC’s Director Development Program provides continuing education to Board members. The program has two components: 1) orientation to help new directors become fully engaged as quickly as possible; and 2) continuing education to help directors understand new and emerging governance practices and regulatory or other developments related to the directors’ Board and committee responsibilities.