Canadian Imperial Bank of Commerce | Responsible Compensation Policy, Aligned with Performance at Canadian Imperial Bank of Commerce

Status
Filed
AGM date
Previous AGM date
Proposal number
3
Resolution details
Company ticker
CM:CN
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Remuneration or pay
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Financials
Company HQ country
Canada
Resolved clause
It is proposed that the Bank adopt a more responsible compensation policy aligned with the Bank's overall performance.
Supporting statement
In a context where compensation restraint is expected across all sectors, it is essential that executive compensation reflect not only the actual performance of the company, but also general economic developments and the social climate. In order to solidify the legitimacy of compensation decisions and maintain the trust of interested parties (stakeholders), it is proposed that the board of directors adopt, by the next annual meeting, a policy of moderation and responsibility governing the compensation of senior executives. This policy would include, among other things, the following: 1. Alignment with performance and internal equity 2. Growth of the total compensation of senior executives (fixed salary, bonuses, long-term incentives) should follow clear and comparable guidelines, including: • the annual increase in the Bank’s adjusted net income; • the median growth of employee wages; • trends in dividends paid per share. • This alignment would link, in concrete terms, executive compensation to the actual performance of the organization and the experience of all employees. 3. Temporary cap in periods of economic pressure • During economic periods of high inflation, housing crisis or stagnation of income in the real economy, the Bank should consider establishing a temporary cap on annual increases of executive compensation (for instance, 3-5%, except in clearly justified exceptional cases). 4. Increased transparency in public reporting 5. Annual reporting on compensation should provide a clear comparison between the following: • the increase in executive compensation; • the median growth of employee wages; • financial and non-financial performance indicators. Adopting such a policy would promote responsible corporate governance, ensure equitable participation in the value created, and prevent tensions linked to excessive pay gaps. It would also send a clear signal of discipline, transparency, and commitment to sustainable performance.

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