[Non-English content] and good morning. My name is Chantal St-George, and I'm a Senior Product Owner in digital banking at CIBC. I'm a proud Métis woman and a member of the CIBC Indigenous Employee Circle, working to promote belonging within our community and across our bank. I also belong to the Personal Business Banking Inclusion Action Committee to help influence Indigenous representation across our business to match talent to opportunity. I started my banking career as a university student through an Indigenous internship program, which provided my first opportunity to enter the industry. I'm grateful to work at CIBC, an organization dedicated to inclusion, celebrating Indigenous culture, communities and talent. I'm now pleased to open CIBC's 2026 Annual Meeting of Shareholders by acknowledging that the land from which I'm speaking in Toronto is the traditional territory of the Haudenosaunee, Anishinaabe, and the Mississaugas of the Credit First Nation.
Today, the meeting place of Toronto is still home to many Indigenous peoples from across Turtle Island, and we are grateful to have the opportunity to work in this community. I would like to now turn the meeting over to the Chair of our Board, Katharine Stevenson. Thank you, and [Non-English content].
Thank you, Chantal, for opening our meeting today. Thank you for sharing your story with us and for your many contributions across our bank. Good morning. My name is Kate Stevenson, and I'm the Chair of CIBC's Board of Directors. I'm so pleased to be with you here today, and it's my pleasure to welcome you to CIBC's 2026 Annual and Special Meeting of Shareholders.
Good morning. Welcome to CIBC's 2026 Annual and Special Meeting of Shareholders.
I have received satisfactory proof that notice of this meeting was duly given and that a quorum is present. Therefore, I declare the annual and special meeting of shareholders duly constituted, and I call the meeting to order. We're pleased to be holding our meeting today in person at CIBC Square in Toronto and through our live webcast, as well as being joined by shareholders and guests listening by phone. I'm joined on stage today by Harry Culham, President and CEO, and Natalie Biderman, Vice President and Corporate Secretary. We also have our senior executive team and board of directors here with us today. Great to see you all. Natalie, could I ask for you to explain how the meeting will proceed?
Absolutely. Thank you, Kate. Remarks will be made in both English and French today, and simultaneous translation will be provided in the auditorium as well as both over our English and French webcasts and phone lines. If you are attending in person, interpretation is available through the device that you can find on your seat. Please turn to channel one for English and channel two for French. The device will not work outside of this room, so please leave it on your seat at the end of the meeting.
Many of our shareholders cast their votes in advance of the meeting. We thank you for doing so. A small number of shareholders have decided to vote here at the meeting. If you voted in advance and do not wish to change your vote, no action is required on your part.
Many shareholders submitted their votes before the meeting. Thank you. A small number of shareholders have decided to vote at the meeting. If you voted in advance and you do not wish to change your vote, no further action is required. If you are a shareholder or proxy holder attending in the auditorium and you have not voted yet, or you already voted but would like to change your vote, you should have received a ballot at the registration table. To assist the scrutineers in validating and tabulating ballots, after you vote, please print and sign your name in the space provided. If you are a shareholder or proxy holder attending through the live webcast, and you wish to vote during the meeting or change your previous vote, you must click on the vote tab at the top of your screen and a separate browser window will open.
You can register to vote by entering your control number as a username and entering "cibc2026," all lowercase, as your password. You would have received the control number with your meeting materials by mail or email. You received it when you registered as a proxy holder with TSX Trust Company, our transfer agent.
Voting will remain open throughout the official portion of the meeting. If you encounter any technical difficulties, a help button for technical support is located at the bottom of your screen.
If anyone who registered to attend did not receive a ballot and would like to vote, please raise your hand and a scrutineer will bring a ballot to you. Would our scrutineers please hand out the ballots now? If you wish to make a comment or ask a question and you are in the auditorium, please approach one of the microphones in the room and state your name and whether you are a shareholder or a proxy holder. Please limit your comments to three minutes so that other shareholders will have an opportunity to speak if they wish. For those attending via the webcast, if you wish to make a comment or ask a question, you should select the message icon at the top of your screen and type your question or comment in the text box. Please indicate whether you are a shareholder or a proxy holder.
Once you finish typing, click the Submit button. Your comment or question may be about the motion being considered or something more general. We will answer questions on a particular motion at the appropriate time in the meeting. Please hold your general questions for the comment period at the end of the meeting. I will read questions submitted online, and the appropriate person will address them. If we receive a number of questions on the same topic, we will group the questions together and provide a comprehensive response. We will respond to as many questions as possible during the meeting. If we are not able to address your question here, we will respond to you after the meeting if you provide your email address or a telephone number to a member of our investor relations team. Kate, that concludes my lengthy instructions.
Thank you, Natalie. The remarks you hear today may include forward-looking statements and actual results may differ materially. Also, some of the matters discussed today may include references to non-GAAP financial measures. Details about forward-looking statements and non-GAAP financial measures are in our financial reports. Welcome to our 159th meeting of shareholders of our bank. We have a new-
Welcome to the 159th annual meeting of shareholders of our bank.
This meeting is being held in both English and French and will be available on CIBC's website at www.cibc.com for future reference. Natalie will act as secretary of the meeting. The TSX Trust Company, through its representatives present here today, will act as scrutineer. Our agenda for today's meeting will begin with a presentation of the 2025 annual financial statements, followed by remarks from our CEO, the election of directors, the appointment of auditors, an advisory resolution regarding our executive compensation approach, a resolution for an amendment to CIBC's employee stock option plan, a special resolution to amend bylaw number one regarding directors' remuneration, shareholder proposals, shareholder questions and comments, and preliminary vote results. Now, at this point in the meeting, I'm pleased to present the annual financial statements and auditor's report for the year ended October 31st, 2025, which can be found in our annual report.
CIBC's annual report, management proxy circular, and first quarter report are available on our website. The floor is now open. Does anyone have any questions on the 2025 financial statements? Please hold questions not related to these statements to the comment period later in the meeting. Natalie, are there any questions from the webcast?
There are no questions.
It's now my pleasure to invite Harry Culham, CIBC's President and Chief Executive Officer, to address the meeting. Harry, good morning.
Good morning. Thank you. Thank you, Kate. Good morning, everyone.
Thank you, Kate, and good morning, everyone.
Welcome to our global headquarters at CIBC Square, and welcome to everyone joining virtually. We appreciate your confidence in our bank.
Welcome to CIBC Square and welcome to everyone joining virtually. We appreciate your confidence in our bank.
I'm pleased to address our annual meeting today. I'm honored to have the opportunity to lead our bank as we embark on the next chapter in our history. Today, I will highlight our momentum, our strategy, and how we're helping our clients at this pivotal moment in history. Let me start with three key messages. First, our bank's financial performance is strong and our momentum is clear. I want to thank our dedicated team around the world for everything they do for our clients. Our results are a testament to your dedication. I want to thank all of our clients and stakeholders for the trust you place in CIBC. Second, our success is being driven by the disciplined execution of our strategy in Canada, in the United States, and around the world. Third, Canada, like many countries, is at an inflection point.
We believe in the vast potential of Canada. However, with an unsettled geopolitical environment, now is the time for us to act. Let me begin by highlighting our financial performance. We're proud that fiscal 2025 was a very strong year for our bank against a fluid and challenging economic backdrop. On an adjusted basis, we reported full-year net earnings of CAD 8.5 billion and earnings per share of CAD 8.61, up 17% and 16%, respectively. Revenue of CAD 29.1 billion was up 14%. More recently, quarter one of fiscal 2026 was an exceptional quarter at CIBC, with record revenue in each of our business units. Excuse me. Net income grew by 23% year-over-year in quarter one.
Return on equity was 17.4%, higher on a year-over-year basis for the seventh consecutive quarter. Our balance sheet is robust, allowing us to return capital to shareholders while really focusing on investing for growth. It's clear our strategy is consistent, it's working, and it's delivering results. Accelerating the execution of our strategy at pace and with urgency is the key to delivering more for our stakeholders. Let me give you examples of our momentum by taking you through our four strategic priorities. A key priority is to grow our mass affluent and private wealth franchise. These are important segments in Canada and the U.S., and we are capturing high-quality growth. Our client satisfaction scores continue to reach all-time highs as we invest in our team, our processes, and our technologies to support our clients. Secondly, we're focused on expanding our digital-first personal banking capabilities.
CIBC was named Best Consumer Banking Mobile Experience for Canadians by Surviscor for the eighth time in nine years. We launched a new digital banking platform in the U.S. market to drive deposit growth by meeting the needs of clients seeking a digital savings solution. In addition, our Simplii Financial brand continues to resonate with Canadians, particularly students and newcomers, with this modern digital offering. Another priority for our team is delivering connectivity and differentiation to our clients globally. We see clear evidence of momentum here. Cross-business referrals increased 23% within the U.S. commercial and wealth management segments in 2025, and 32% of Canadian commercial banking clients now have a private wealth relationship with CIBC. In 2025, U.S. capital markets revenues were up 39% from the prior year, supported in part by healthy referral activity from our commercial and wealth businesses.
Across our bank, when a commercial banking client needs capital markets expertise or a wealth client needs commercial banking capabilities, we connect them seamlessly. We do that across business lines and across borders. Our connectivity is a competitive differentiator. Finally, we are focused on enabling, simplifying, and protecting our bank. Ensuring our bank's operations are efficient, secure, and resilient allows us to better serve our clients and safeguard their interests. A key area of focus is leveraging AI to deliver more for our stakeholders. CIBC has a history of innovation, a track record of being first, not for technology's sake, but for the benefit of our clients, our team, and our shareholders. We view AI as an accelerant. It helps us execute faster, with greater precision, and at scale. Simply put, it amplifies and enhances our proven strategy.
AI can support revenue generation and a better, more personalized client experience. In addition to freeing up valuable time for our frontline advisors, we're also using AI to help generate more personalized product offerings and timely insights for clients through our new CRTeX platform. Additionally, we're creating efficiencies with AI, allowing us to reinvest for growth. In quarter one alone, AI-driven tools saved our team 1.2 million hours. This allows our talented team to spend more time on high-value activities for our clients, and that means we can reinvest our most important resource, our human capital, into growth opportunities for our bank. We're also focused on mitigating risk. AI allows for enhanced fraud detection, credit monitoring, and other important activities. It makes these efforts faster and more effective, protecting our clients and protecting our bank.
We're making the right investments with the right governance to build for the future. Overall, our strategy is working. Right across our bank, we have clear, sustainable momentum. Our team is focused on accelerating our execution in 2026 and beyond. We're sharpening our client focus and connectivity. Across our team, we're enhancing client coverage and collaborating more closely together across business lines. We're creating efficiency by modernizing our bank. As we leverage new technologies, including AI, to make our efforts more efficient, we're reinvesting in those resources in our greatest opportunities for growth, and we're elevating our focus on human capital. Our team is a differentiator for CIBC. We're investing in their collective capabilities to further our growth moving forward. These enablers are helping to accelerate the execution of our strategy across our bank and creating more value for all of our stakeholders.
We're also creating value by convening clients around the opportunities and challenges that matter most. Recently, CIBC brought together 300 leaders from the nuclear energy sector with senior government ministers and officials. This is an area of significant strategic advantage, and we discussed how we can accelerate the build-out of nuclear energy capacity that the world needs. We do the same at our annual investor conference in Whistler. We bring together companies and institutional investors to facilitate the capital formation that drives growth. This is client service in action. We succeed when our clients succeed. Our history tells a compelling story. Wherever ambitious clients pursue new opportunities, CIBC is there to support them. We have played this role since our founding in 1867. We're the bank that helped capital flow to Canadian businesses after Confederation. We're the bank that stands behind critical and growing sectors across our economy.
We're the bank that supports families in planning for their financial futures. Today, we're the bank that supports our clients in achieving their growth ambitions here at home, in the U.S., and globally. We're the bank of commerce. We always have been and always will be.
We are the Bank of Commerce. We have always been and always will be.
Now more than ever, from trade and tariffs to geopolitical tensions, we are arguably in one of the defining moments in history. This has forced us to confront some challenges and uncertainties, but it has also prompted us to reflect on our many strengths as a nation. I've met with CEOs, clients, Indigenous communities, and political leaders, and if I were to summarize all that I've heard in these conversations, I would say there are three themes. First, there is cautious optimism generally. While there is complexity in the short to medium-term, the majority of businesses are confident about Canada's future. They see the potential and need for us to help lead. We aim to help build a vibrant economy that fosters long-term, high-quality employment. This can help us achieve greater prosperity in our major cities and in our smaller communities.
Second, there is a belief that our time is now. In every conversation, the urgency is clear. The actions we take today as a country will define the success we achieve tomorrow. Pace, urgency, and a public-private partnership are critical. Third, all of us, the private sector, government, Indigenous groups, need to prove that we can come together to get major energy and infrastructure projects built on time and on budget to realize Canada's potential. We also need to support our small and medium-sized enterprises. This includes the defense sector in an industry that is becoming increasingly important. In order to become truly resilient, we must focus on issues that matter to our communities, such as food and energy security, and the building of key infrastructure to support economic growth. Our collective ability to execute has never been more important.
For too long, capital has flowed outside of our country. This is true of financial capital, but it's also true of human capital. We can't afford to lose either. Young Canadians are just as vital to the future of this nation as the next dollar of investment capital, as we risk losing them to global economies with greater potential for developing their future if we don't act now. Excuse me. For us to reverse this trend, we need to think in terms of months, not years, and doing so will attract investment and drive productivity. Our economic foundation is still incredibly strong, but we need to do more to achieve our potential. The time is now to fully leverage our strengths. We need to stake our claim, our rightful claim, as a natural resource superpower. Canada's energy, uranium, critical minerals, potash, agriculture, and other resources are all in high demand.
We are a leading supplier of low-carbon forms of energy. Given our natural advantages, these are areas where we should be world leaders. We also need to press our advantages in talent and innovation. Canada is home to world-class academic institutions. We have one of the most educated workforces in the world, and we're home to many innovative technology companies. This includes areas such as AI research and development, health sciences, climate tech, engineering, to name a few. With innovation specifically, we must ensure these firms have the tools they need to successfully scale and commercialize. There's never been a better time for Canadian business to think globally and seize new markets as Canada builds bridges and opens up new trade opportunities. At the same time, we need to resolve our ongoing trade issues with our largest trading partner.
I know our clients on both sides of the border would welcome certainty so that we can move forward and grow the most successful trading relationship in the world. Leveraging these many advantages requires a collaborative approach to growth with a bias to urgent action. Our bank is taking decisive action to support this critical effort. Over the past three years, we've supported growth by increasing corporate and commercial lending in Canada by almost CAD 20 billion. We stand ready to do much more. We're committed to increasing financial support to directly drive economic growth. We will bring capital, expertise, and execution capabilities to our clients because we believe in the benefits in realizing the vast potential of Canada here at home for our stakeholders and around the world. National prosperity and resilience starts locally.
That's why we remain deeply committed to the communities where our clients and our employees live and work around the world. I'm proud to share that we are committing CAD 800 million by 2032 to support the communities and neighborhoods we call home across our global footprint. These funds help support cancer research, childhood development, community building, financial health, and wellbeing. Our culture of care reflects our purpose to help people, businesses, and communities realize their ambitions. Let me close where I began. 2025 was a very good year for CIBC. Strong financial results, a highly engaged employee team, excellent client satisfaction metrics, and top-tier shareholder return. We have clear momentum, the right strategy, and a team that knows how to execute.
I am proud to lead this organization.
Incredibly proud to lead this organization because of our rich history and because of what we're building for the future. To our CIBC team, thank you. You put our clients at the center of everything you do, and it shows. To our clients, thank you for your trust. We do not take it for granted. To our shareholders, we're focused on delivering sustainable long-term value. We have the platform, we have the people, we have the strategy, and we have the discipline to do exactly that. To those investing in a stronger future, we stand ready to support you as the bank of commerce. [Non-English content]. Thank you.
Thank you, Harry. Well done. Thank you so much, Harry. On behalf of our board, I'd just like to thank you for your strong leadership, especially now in your first year as CEO, but leading up to that for a long time. Thank you, Harry. Under your leadership, our bank continues to remain highly focused on our clients and is creating enduring value for all stakeholders. I'd like to recognize our entire CIBC team for their commitment to our clients, team members, communities, and shareholders in 2025. I'd now like to return to the formal business of the meeting. For shareholders and proxy holders voting in the room, please mark your ballot for each item. The ballots will be collected after you voted on all of the items.
For shareholders and proxy holders who've registered to access our online voting platform, polls are open and will remain open until we complete the formal business of the meeting. I'll pause briefly following each item of business to allow sufficient time for those voting online. If you've already voted, no further action is required unless you wish to change your vote. The meeting is now open for the nomination of directors for the coming year. This year, the number of directors to be elected is 13. They are seated all in the auditorium here today to my left. They are Ammar Aljoundi, Michelle Collins, Marianne Harrison, Kevin Kelly, Christine Larsen, Mary Lou Maher, William Morneau, Mark Podlasly, François Poirier, Martine Turcotte, and Barry Zubrow. Harry Culham and I complete the list of nominees for election as directors. I'd now like to ask that our nominees stand to be recognized.
Thank you. Thank you all to our great board members. I now call on Jean Robert Pimm Dupuch for a motion. Welcome.
Good morning. Thank you, Madam Chair. My name is Jean Robert Pimm Dupuch. I am a coordinator with Client Complaint Appeals Office. I've been with CIBC for nine years. It is my pleasure to nominate for election each of the 13 persons named in the 2026 Management Proxy Circular as a director of CIBC until the close of the next annual meeting of shareholders or until their successors are elected or appointed, whichever is earlier.
Good morning. Thank you, Madam Chair. My name is Christina Wood, and I am a director with Global Electronic FX. I have been with the CIBC for 17 years now, and I second the motion.
Thank you, Christina. The floor is open for comments or questions on the election of directors. Are there any comments or questions from the webcast?
There are none, Kate.
Okay. Thank you, Natalie. I declare nominations closed. All the individuals nominated are standing for election. If you're a shareholder or proxy holder in the room, please mark your vote for item number one on your ballot regarding the election of directors, and hang on to it. The ballot will be collected after you've voted on all items. If you're a shareholder or proxy holder and have used your control number to log in to our webcast, you may record your vote on the election of directors now, unless you've already done so. Please remember that if you voted in advance of the meeting and you don't wish to change that vote, no further action is required. I'll pause just for a moment to allow time for those casting their ballots. The next item on the agenda is the appointment of auditors.
I'll call on Victoria, if I may, for a motion.
Thank you, Madam Chair. My name is Victoria Ong, and I'm a director with Risk Management. I've been with CIBC for 10 years. I move that Ernst & Young LLP be appointed as the auditors of CIBC until the close of the next meeting of the shareholders.
I'll now call on Bahar to second the motion.
Thank you, Madam Chair. My name is Bahar Suncak. I'm a banking center leader with Personal and Business Banking. I have been with CIBC four years. I second the motion.
Thank you, Victoria, and thank you, Bahar. The floor is open for any comments or questions on the appointment of auditors. Natalie, any comments or questions from the webcast?
There are no comments or questions, Kate.
Thank you. Please mark your vote for item number two to record your vote for the appointment of auditors. Please remember, if you voted in advance of the meeting and you don't wish to change your vote, no further action is required. The next item for business is an advisory resolution regarding our executive compensation approach. The board considers this vote to be an important part of our shareholder engagement process, and we review the results of the vote when considering future executive compensation decisions. I'd like to now call on Frederic for a motion.
Thank you, Madam Chair. Good morning. My name is Frederic Buruiana, and I'm a Managing Director with Government Solutions Group at the CIBC. I've been working at CIBC for three years. I move that the shareholders accept the approach to executive compensation disclosed in CIBC's management proxy circular for the 2026 annual and special meeting of shareholders. Thank you.
Questions are coming in French. That's very nice this year. I'll now call on Genevieve to second the motion.
Thank you, Madam Chair. My name is Genevieve Carisse. I'm a Consultant and Executive Secretary, and I've been working at CIBC for 13 years. I support the proposal.
The floor is now open for comments or questions regarding our executive conversation approach. [Non-English content].
Yes, my name is Willy Gagnon. Thanks for giving me the floor. I usually take the floor at this point. At each meeting, I raise questions about compensations. If you will just give me a moment. In the compensation chart on page 189 in the circular in the French language version, we can see that there are two people who have been the CEO this year up until October 31st, 2025, and then someone else. Individually, their compensation is not the highest that one finds among the country's banks, but if you add the two, they played more or less the same role. You have, therefore, the CEO who is the best-paid CEO in the country when you combine these two. There's the whole question of compensation ratios, which is too high in our view.
We call on shareholders to vote against this compensation policy, this philosophy, as you call it. I'd like to just point out, by the way, that there is a bank this year that compensates its CEO in a reasonable way, that is 20-30 times the average salary of its employees. That's the Laurentian Bank. Unfortunately, Laurentian Bank is no longer on the stock market. It has been sold. I think this shows that it's possible to provide lower compensation for CEOs who perform these tasks. That's what I wanted to say. Thank you.
Thank you, [Non-English content] Gagnon, for your question and comment. Certainly, the board oversees executive compensation. We did have one CEO, until October 31st, 2025, Victor Dodig, who served for 11 years, and really outstanding service. His final year, last fiscal year, was absolutely outstanding in terms of financial performance, top-tier performance, and he truly transformed the bank's culture. We did pay one CEO. We do have a CEO of our U.S. business, which might be also what you are thinking about, and those compensation arrangements are certainly standard. I do hear what you say about compensation fairness, looking at CEO pay versus average employee pay. That's something that our Management Resources and Compensation Committee does review.
I think our whole compensation approach, where we look at a business performance factor, which represents the value that our team has contributed over the course of the year, and an individual performance factor, and having standard compensation for each role in the bank really helps us with fairness in compensation, which is very important to us, and to be aligned to shareholder returns, and also to be able to attract the very best and to retain them. Thank you. We will now move on. Any other questions in the room or questions from the webcast, Natalie?
No questions.
Okay. Could you please record your vote for item three on your ballot? Once again, if you voted in advance of the meeting and don't wish to change your vote, no further action is required. Amendment to CIBC's employee stock option plan is the next item. It's a resolution regarding an amendment to CIBC's employee stock option plan. It's set out in pages one and two of the 2026 Management Proxy Circular, and I'll now call on Romonica for a motion.
Thank you, Madam Chair. My name is Romonica Morrison, and I'm the Director for Capacity Planning and Operational Effectiveness in Personal Banking and Imperial Service. I've been with CIBC for 27 years. I move that the motion be as disclosed in CIBC's management proxy circular for the 2026 annual and special meeting of the shareholders be confirmed.
I'll now call on Analisa to second the motion.
Thank you, Madam Chair. My name is Analisa Allen, and I'm a Senior Manager with Communications and Publications, Private Wealth. I have been with CIBC for five years. I second the motion.
Thank you, Romonica, and thank you, Analisa. The floor is open for comments and questions regarding this resolution. Anything from the webcast?
There are no questions, Kate.
Please record your vote for item four on your ballots. The next item of business is a confirmation of the amendment to the bank's Bylaw Number One regarding the aggregate remuneration of directors. This resolution confirms the amendment that's set out on page three of the 2026 Management Proxy Circular. I'll now call on Shelley for a motion.
Thank you, Madam Chair. My name is Shelley Nigh, and I'm a Director, Regional Sales. I've been with the CIBC for five years. I move that the special resolution, as disclosed in CIBC's management proxy circular for the 2026 annual and special meeting of shareholders be confirmed.
I'll ask Baran to second the motion, please.
Thank you, Madam Chair. My name is Baran Emam, and I'm a Director with Liquidity Management. I've been with CIBC for 11 years. I second the motion.
Thank you, Shelley, and thank you, Baran. The floor is open for questions or comments on this resolution. Anything from the webcast?
Nothing from the webcast.
Please record your vote for item number five on your ballots. Next, you'll be asked to vote on seven shareholder proposals. [Non-English content]
has submitted seven shareholder proposals. Following discussions and correspondence with CIBC, MÉDAC has decided to put seven of its proposals to a vote at today's meeting. We are pleased to welcome Willy Gagnon from the Shareholder Education and Advocacy Movement today, or MÉDAC, to present its proposals. Mr. Gagnon, I invite you to present your seven proposals. After your remarks, we will answer questions from the meeting and put the seven proposals to a vote.
Present your proposals.
[Non-English content] .
Good morning again, Madam Chair. Willy Gagnon from the MÉDAC, and we've been a shareholder at the bank for decades, and we've existed for 30 years. We've been a shareholder since the beginning. I myself have now been working at the MÉDAC for 20 years. We've met many times. You're quite lucky to have me here. Today, there's also the TD meeting, and so it was a really heart-wrenching decision. I ultimately decided to come here. I can't be at two places at the same time, and it would be a good idea, actually, for the meetings not to take place at the same time. We can't go everywhere. I know I'm not the only one to attend banks' shareholder meetings. There are only six of you. It should be fairly easy to hold your events on different days.
I have seven proposals, five which are new, and two which I've already presented in the past, so I won't spend a lot of time on those two proposals. I'll focus on the five new proposals. The first has to do with improving shareholder participation in annual general meetings. Last year, we were at a shareholder meeting, and there wasn't quorum. That is, there weren't enough shareholders in attendance for the meeting to take place. It was at Air Transat. That prompted us to ask ourselves a number of questions about how this could be possible. One of the theories is that there are systemic problems. Indeed, are these valid reasons? Are there systemic roots for this low level of participation? We looked at all the banks and all the companies where we are shareholders, and we proposed a series of four different measures.
The first are in our proposals. Most companies do this, but the fourth would be the publication of a small graphic or chart where you could see whether shareholder participation is increasing or decreasing, if the participation rate of institutional shareholders is rising or falling, and if the rate of participation of individual shareholders is rising or falling. Unfortunately, the bank has not agreed to publish, and it's very difficult for an individual shareholder to get the information and publish it. It's a matter of getting all the information from past meetings and then publishing this. It's actually difficult for shareholders to get this information. Had the bank agreed to publish this information, we would not be submitting this proposal to a vote. The second proposal has to do with including younger generations in governance, especially at the board.
We would have accepted to not submit this to a vote if the bank had merely demonstrated that it was supporting civil society initiatives where it's possible to train young people to participate in boards of directors. We submitted a number of programs which nonprofit organizations have, for example, in Quebec, that the bank could support to support young people who want to be on boards of directors. Also the initiatives we carry out with our own employees is not enough to become directors of the bank. They come from the bank, and so necessarily you have to support initiatives that exist outside the bank in civil society. We would have accepted not to submit this to a vote if we'd observed that you were supporting such initiatives. Unfortunately, it's not the case. This does not prevent you from supporting such initiatives in future.
We're submitting this to vote, no matter the outcome of the vote. The third proposal has to do with responsible compensation policy aligned with performance. This is something we drafted to bring together all the proposals we've raised around compensation questions in the past to put that in one single proposal. We would have liked to be part of your renewal of your compensation policy, but this did not happen, and so we're submitting the proposal to vote. The fourth proposal, it has to do with the strategic diversification of skills on the board of directors. We would have liked to be able to observe that the bank has a process in place that can be put in place to assess the whole range of skills among board members, especially in a context of economic crisis such as we're
As you know, there's a trade war with the United States. It's not me that has to tell you that there's a war underway. It would be nice if there was a one-off mechanism which existed in the Bank Act that would be able to assess and upgrade board members' skills in such circumstances. Unfortunately, this is not the case, and so we're submitting the proposal to vote. Number five proposal has to do with the formal recognition of the systemic role of the board of directors. The bank plays a systemic role. All the big Canadian banks do play a systemic role in the Canadian economy. This is just a fact. The Canadian financial system, the Canadian banking system, plays a huge role, and we ask the bank to establish an advisory body, but the bank has refused this. We're therefore submitting the proposal to vote.
As for the older proposals, you know that in the past, and also an advisory vote on environmental policies is an important proposal that got almost 17% of support last year, and so we're submitting it once again. Let me just highlight that with respect to the CEO, everything in respect to the AI, the CEO spoke about this earlier, and this is also something we've submitted to all the banks, but the CIBC did support the voluntary federal code. This is an example for other banks. Do you put this out as an example for other banks? It would be good for you to follow. In fact, I'm curious to know if you've actually signed up for this code, whereas other banks.
It's unfortunate you were unable to convince the other banks that is trying to frame the whole policies of AI, which is an unavoidable huge question to be reckoned with today. At the end of the meeting, I might be able to attend the end of the TD meeting. It's not because I don't have a great amount of affection for all of you here. It's because I also have to attend the TD meeting. I call on shareholders to support our seven proposals. Thank you for your attention.
That you selected to be with us here at CIBC this year. We know we've seen you for many years, and I'm sorry that you had to make a choice, but glad that you chose our bank. We sincerely do appreciate all the comments, all your feedback, all your engagement, and our ongoing discussions that we have with you, [Non-English content] Gagnon, over the years. We're not always aligned on everything, but the topics you raise are important to us. We listen to you, and we do take the feedback, and I do think it helps us move the bank ahead. The floor is now open for comments or questions on shareholder proposals one through seven. Natalie, anything from the webcast?
There are no comments or questions.
Okay. The board of directors and management recommend that shareholders vote against each of these shareholder proposals for the reasons set forth in the circular. Please vote on shareholder proposals numbered one through seven. Please note that if you voted in advance prior to the meeting and do not wish to change your vote, you do not need to take any action at this time. That leaves the matters to be voted upon. I'll pause for a moment so that shareholders and proxy holders can finish voting. The polls are now closed. For those in the auditorium, please pass your ballots to the center aisle for collection by the scrutineers. Please ensure your name is clearly printed on your ballot together with your signature. Could the ballots please be collected? Great. I'll now invite Gina Pappano of InvestNow to comment on their withdrawn proposal. Welcome, Gina.
Thank you. Good morning, and thank you for the opportunity to speak about InvestNow's withdrawn shareholder proposal. We asked the bank to return to viewpoint neutrality in their business practices and to put fiduciary duty to their shareholders first. After submission, it was argued from some of the banks that the language of our request was at odds with the requirements of the Bank Act, which stipulates that decisions must be made in the best interest of the bank itself and its shareholders. Point taken. In these remarks, we are asking the bank to return to viewpoint neutrality in their business practices and to put fiduciary duty to the bank and its shareholders first. Banks are essential institutions for participating in modern life. Without a bank account, it is difficult to play any part in our society.
Banks, therefore, must be truly inclusive institutions, and that means that they should be held to a standard of strict viewpoint neutrality, looking after the interests of their clients in a non-partisan, non-ideological way. So long as a bank's clients are abiding by the law, banks should be open to all potentially profitable businesses for the good of the bank, its shareholders, and the health of the economy. Over the past decade, maximizing financial returns to shareholders has increasingly taken a backseat to the pursuit of environmental, social, and ideological goals. Along with other fiduciaries like corporations, public pension plans, and university endowment funds, Canadian banks have placed ideological goals like decarbonization, net zero, and energy transition above returns. Since 2022, we have presented shareholder proposals to the Big Five Canadian banks to counter these prosperity-destroying campaigns, whose ultimate objective is to shut down Canada's oil and gas industry.
Our goal has always been to prevent the banks from giving in to political and ideological pressure and becoming complicit in schemes to undermine Canada's energy sector. Banks hold a government charter to conduct banking. That charter grants a privilege, but it also comes with the responsibility to stay focused on the purpose of banking. As customers and as shareholders of the banks, we need to hold the banks to account for any activity that strays from the business of banking. Thank you.
Thank you, Ms. Pappano, and for InvestNow's continued engagement with our bank. At this time, I invite shareholders and proxy holders with a question or comment about CIBC and its business to submit your questions. For those shareholders and proxy holders in the room, please approach one of the microphones, state your name, and indicate whether you're a shareholder or a proxy holder. If you're attending through the webcast, you can submit your questions by selecting the messaging icon at the top of your screen. Type your message within the text box. Please state your name and indicate whether you're a shareholder or proxy holder. Once you've finished typing your question, click to submit. Now I'll take questions, starting with those in the room, and then I'll move to those online. Natalie, we'll move to those questions online, please.
Yep. We have three, Kate. The first is from [Harry Ruthnam], who asks, "How does the bank ensure that the auditors have adequate experience in financial institutions before appointing or reappointing them?
Good question. Thank you for that question. Having an experienced external auditor and internal auditor, but external auditor, is very important to us and very important to our shareholders. To that end, we do an annual assessment at our audit committee on the auditor's effectiveness. We also, every five years, do a more in-depth, comprehensive analysis on the auditor's independence, the audit quality, effectiveness, and the service quality. You know, actually, we did this comprehensive review just this past year, in our audit committee, which resulted in the audit committee recommending that we reappoint our auditor, EY, which has tremendous depth of experience, including in the financial services space. We're very pleased with our auditor. Thank you. Next question.
The next question is from a shareholder named Corey Misquita. The question is, it's a lengthy one, so I will just read it out. "CIBC's exposure to financial loans is about 10% of total gross loans, among the highest for Canadian banks. In light of regulatory concerns around private lending, please provide, first, a breakdown of this 10% exposure between lower-risk subscription lines and higher-risk private credit or buyout financing. Second, an overview of how CIBC is stress-testing its risk protections, such as synthetic risk transfers with non-bank entities.
Okay. Thank you, Natalie, for conveying that question, which is topical in today's environment. Certainly, our bank is very focused on managing our exposures in a very disciplined way. I'll turn this over to Harry Culham to answer.
Thank you, Kate, and thank you for the question. The first thing I'd say, you have asked for a breakdown of the portfolio. Our lending book is well diversified. The credit quality is very strong. I've spoken my remarks around a robust balance sheet, and we believe in that. We provided a breakdown in our financial institution lending exposure in our most recent disclosures around the three categories. This is our Quarter four 2025 presentation. The loans are almost evenly split between collateralized finance, traditional bank lending, and capital call facilities. It's a high-quality book of business run by a very experienced group of team members, and we are very comfortable with the exposure. We do run regular stress tests. We stress test as part of normal course risk management.
We do have a stress test scenario on our private credit portfolio, and we even tested severe stress levels, and losses were immaterial.
Very thorough answer. Thank you, Harry. Natalie, next question.
This is a second question from [Harry Ruthnam], who's a shareholder. Could you share how the Board is ensuring CIBC is prepared to meet its OSFI B-15 governance and disclosure requirements?
Okay. Thank you, Natalie. For those that may not live this every day, they may not know what OSFI B-15 is, but it is related to climate. The first thing I would just say is that we recognize as a bank the importance of climate change. We recognize that we have a role to play, particularly with our clients in helping them transition over time to a low carbon future. As far as OSFI guideline B-15, we just recently produced a sustainability report, and it goes into quite a lot of detail on this in terms of what our governance framework is, what the Board responsibilities are, what Management responsibilities are. There's actually even an index that's called the B-15 index, which identifies all the different specific disclosures and actions that are required and how we're fulfilling those. Quite fulsome.
I would just say that we'll follow regulatory developments as they unfold over time. Next question.
There are no further questions on the webcast, Kate.
Any further questions from the room? Great. Well, thank you, Natalie, and thank you all of you, particularly those that you made an effort to come in person. Thank you to all our shareholders and proxy holders for your questions and comments. Your participation in this meeting is really important, and we appreciate it. Given there are no more questions, we will move to get the vote results next. I've been advised that the scrutineers have their preliminary report ready. Natalie, would you please read the scrutineers' report?
I would be pleased to. Thank you, Kate. The scrutineers report that 50.68% of eligible shares have been voted at this meeting. The shareholders who voted by proxy or online ballot have voted as follows. On the election of directors, a substantial majority of the votes cast at the meeting were voted in favor of each of the 13 nominees named in the management proxy circular. On the appointment of auditors, 90.24% for. On the advisory resolution regarding our executive compensation approach, 95.59% for. Amendments to CIBC's employee stock option plan, 95.97% for. On shareholder proposal one, improving shareholder participation in annual general meetings, 1.32% for. Shareholder proposal two, including the younger generations in governing bodies, 2.07% for.
Shareholder proposal 3, responsible compensation policy aligned with performance, 6.96% for. Shareholder proposal 4, strategic diversification of skills on the board of directors, 11.5% for. Shareholder proposal 5, formal recognition of the systemic role of the board of directors, 8.8% for. Shareholder proposal 6, public disclosure of non-confidential information, country by country reporting, compensation ratios, and tax havens, 9.95% for. Finally, shareholder proposal 7, advisory vote on environmental policies, 17.84% for. Kate, that concludes the report.
Great. Thanks, Natalie. Based on the vote results, I declare that each of the 13 nominees named in the 2026 Management Proxy Circular is elected as a director of CIBC until the close of the next annual meeting of shareholders or until their successors are elected or appointed, whichever is earlier. Ernst & Young LLP is appointed as auditors of CIBC. The advisory resolution regarding our executive compensation approach is approved. The resolution to amend CIBC's employee stock option plan is approved. The special resolution to amend Bylaw Number One regarding directors' remuneration is approved, and shareholder proposals one through seven are not approved. We thank you for your votes today. The final vote results will be available after the meeting.
We truly appreciate your interest in our bank, and on behalf of our board, I would like to thank you very much for taking the time to join us today. I now declare the meeting terminated. Thank you all.