Conseil. Bonjour. Good morning. My name is Nicole Murphy, and I'm a senior consultant in the frontline effectiveness team at CIBC. I would like to open our bank's 2022 annual general meeting by acknowledging that the land from where I speak to you today in Medicine Hat, Alberta, is the traditional territory of the Siksika, Pikuni, Kainai, Stoney Nakota, and Tsuut'ina peoples, as well as the Cree, Sioux, and Saulteaux bands of the Ojibwa and Métis peoples. Today, Treaty 7 Territory and the meeting place of Medicine Hat are home to many Indigenous peoples from across Turtle Island, and we are grateful to have the opportunity to work in this community. As a proud member of the Michel First Nations, located in Treaty 6 Territory here in Alberta, it is deeply meaningful for me to offer this acknowledgement today to recognize the presence of First Nations, Métis, and Inuit people in North America for thousands of years. As a descendant of the Michel First Nations, our band was involuntarily enfranchised in 1958, and we are working towards recognition and reinstatement today. I am honored to be a part of a financial institution who has demonstrated our commitment to reconciliation today and is investing in Indigenous prosperity for seven generations to come. Hi, hi, merci, and thank you. I would now like to pass things to our board chair, Kate Stevenson, to continue with the formal proceedings of this meeting. Thank you so much, Nicole, for helping open our meeting in such a meaningful way today and for your many contributions to our bank. By sharing your story, you've helped us continue to embed inclusion as a cornerstone of our bank. Good morning. My name is Kate Stevenson, and I'm honored to chair CIBC's board of directors. I'm delighted to be here with you today, and it's my pleasure to welcome you to CIBC's 2022 annual and special meeting of shareholders. Bonjour. Good morning and welcome to CIBC's 2022 annual and special meeting of shareholders. I've received satisfactory proof that the 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. Also attending today are Victor Dodig, President and CEO, and Michelle Caturay, Senior Vice President, Associate General Counsel, and Corporate Secretary. Michelle, you wear a lot of hats. This meeting is being held virtually as we continue to focus on the well-being of all of you, our stakeholders, and take a thoughtful and gradual approach to returning to in-person events. We're also committed to supporting shareholder engagement in our meeting. Welcome to our shareholders and to our guests who are joining us today through our live webcast or listening on the telephone. Michelle, would you please explain how the meeting will proceed? Thank you, Kate. Remarks will be made in both English and French today, and simultaneous translation will be provided over both our English and French webcast and phone lines. Many shareholders submitted their votes before the meeting. Thank you. A very 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 who wishes to vote during the meeting, you must use our virtual meeting platform. After you log into the webcast, 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 cibc2022, all lowercase, as your password. You would have received a control number with your meeting materials by mail or email, or if you received it when you registered as a proxy holder with TSX Trust Company, our transfer agent. Voting will be open throughout the formal portion of the meeting. If you are experiencing any technical difficulties, there is a Help chat button at the bottom of your screen. If you wish to make a comment or ask a question, you have two options: online or telephone. To submit a question or comment online, you select the message icon at the top of your screen and type your question or comment in the text box at the bottom of the screen. Please indicate whether you are a shareholder or proxy holder. Once you finish typing, click the Submit button. To submit a comment or question through our phone line, press star and one. The operator will ask you to state your name, and then we'll put you in the queue. When it is time for you to make your comment or ask your question, the operator will introduce you by your name. Before you ask your question, please state whether you are a shareholder or a proxy holder. 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 after the formal business of the meeting is concluded. I will read questions submitted online. 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 directly after the meeting if you provide your email address or telephone number. Kate, back to you. Thank you, Michelle. The remarks you hear today may include forward-looking statements, and actual results could 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 the 155th annual meeting of shareholders and our bank. Honestly, it makes me feel very proud and humbled. Bienvenue. Welcome to the 155th annual meeting of shareholders of our bank. As Michelle mentioned, this meeting is being webcast in both English and French and will be available on CIBC's website at www.cibc.com for future reference. Michelle will act as secretary of the meeting. Michelle is a shareholder and a proxy holder. I'll ask her to move and second motions that are put before the meeting. Jennifer Anderson and Pat Lee of TSX Trust Company will act as our scrutineers. Our agenda for today's meeting will begin with a presentation of the 2021 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 special resolution to amend bylaw number one to give effect to a two-for-one share split of CIBC Common Shares, a special resolution regarding variable compensation for U.K. material risk takers, shareholder proposals, and preliminary vote results. Once we complete the formal business of the meeting, we will open the meeting for comments and questions. I am pleased to present the annual financial statements and auditor's report for the year ended October 31st, 2021, which can be found in our annual report. CIBC's annual report, management proxy circular, and first quarter report are available on our website. Michelle, are there any comments or questions on the financial statements? Please hold questions not related to the financial statements to the comment period later in the meeting. Kate, there are no written comments or questions on this matter. Matt, are there any questions on the phone? There are no questions at this time. Thank you, Matt. Back to you, Kate. I'm now pleased to invite Victor Dodig, President and Chief Executive Officer, to address the meeting. Victor. Thank you, Kate, and good morning. [Foreign language]. I've been looking forward to the opportunity to address you and highlight the many milestones CIBC has achieved, even amid the challenges of COVID-19 and other global currents that are buffeting our society, and to give you a sense of why we're so well positioned to win in the years to come. We are delivering strong financial performance, making clear progress against our strategic objectives, and importantly, we are doing what we said we would do: growing our bank by helping to make our clients' ambitions a reality. That's our purpose. That's what motivates us every day. [Foreign language] We could not accomplish this without the creativity, commitment, and dedication of our people. I want to begin by thanking our CIBC team of over 45,000 strong who are living that purpose each and every day, who have been there for our clients and each other, and who have honored our history as a bank that stands by its clients in challenging times. We meet today against the backdrop of a continuing global pandemic and the associated economic recovery. We are cautiously optimistic on both fronts. In addition, we're seeing wrenching conflicts in Europe and elsewhere around the globe and an urgent need to accelerate our collective efforts to act on climate change and social and economic inclusion. Closer to home, we're dealing with economic factors, including resurgent inflation and challenges with housing affordability and the need to continue to help those clients whose business or personal finances were disrupted by the pandemic. As a CIBC stakeholder, there are two important factors for you to remember against this backdrop. The first, we've proven our ability to grow in both good times and challenging times. [Foreign language]. At the onset of the pandemic in 2020, we proved our resilience thanks to a well-diversified business and strong capital position. In 2021, we reported record results with robust top-line growth as we attracted new clients and deepened our relationships. Going forward, we have the team, the resources, the clarity of purpose, and the shared commitment to keep delivering for our stakeholders even against an uncertain economic backdrop. The second point to remember is this: as we always have, CIBC will do its part at home and in the global community to help those who need it and make our contribution to a more sustainable future for all. [Foreign language]. CIBC today is a bank that's built for growth, and we're on the ascent. We generated record financial results in 2021. We delivered Adjusted net income of CAD 6.7 billion, which is up 50% from the prior year, and revenue of CAD 20 billion, which is up 7% from fiscal 2020. These results included accelerated and sustainable growth from our retail bank. We continue to deliver strong results from our commercial and wealth management businesses, which we operate within a single business unit to meet the lifetime needs of entrepreneurs in the private economy. We benefited once again from strong performance from our capital markets business, where we have a differentiated business model with an emphasis on fee-based and recurring revenues to complement a strong traditional capital markets foundation. We also continue to succeed in the very competitive U.S. market. Since acquiring the private bank five years ago, we have significantly diversified our business and grown our U.S. presence from 2% of CIBC's total earnings to 21% at the end of fiscal 2021. CIBC's strong top-line momentum underscores an important element in our growth strategy. We're winning business, and we're growing market share against our competition. [Foreign language]. We are attracting clients to our bank, and we're expanding relationships so we can do more for our clients. Our approach to the market is clearly working. We are making investments across the business to support our growth strategy. I'd point to our recently completed acquisition of the CAD 3 billion Costco credit card portfolio in Canada, which closed as expected in early March. Our strategic investment in Loop Capital to extend our U.S. footprint and our long-term strategic partnership with Microsoft. These are all contributing to growth, to diversification, and to resiliency. One of the real milestones of 2021 was the launch of our new brand. Our new brand is not a promise of something we're trying to be. It's a statement about the bank we've worked hard to become, one that is client-focused, built for the future, and highly collaborative. We've done that by reclaiming our purpose, evolving our culture, and meeting the challenges brought on by COVID-19. What's driving our growth strategy today is how we do business with our clients. When we help to make their ambitions become a reality, that creates trust and a deeper relationship that leads to even more business, and that's a powerful feedback loop. Looking ahead, our agenda is growth. We're investing in our bank, in our culture, and in our capabilities to further our momentum. [Foreign language]. We're investing in elevating the client experience in an increasingly digital world. Recent investments such as Tyll by CIBC, a cloud-based payments platform for small and medium-sized businesses to accept payments and administer loyalty programs, highlight our commitment to staying on the leading edge of digital innovation for our clients. Across our affluent client base in an area such as Commercial Banking and Wealth Management, it's never been more important to cultivate a relationship that brings the best of our bank to our clients. Our recent launch of the CIBC Family Office here in Canada to help families manage multi-generational wealth is just the latest example of our commitment here, and it reflects the success we're already having in the United States with a similar family office approach. We're investing in our strategic differentiators, innovation banking, direct financial services, and our sustainable finance franchise. We are building out a future-focused North American growth platform, and it's working. Our new global headquarters, CIBC Square, is a physical manifestation of our investments in our team and in our culture. CIBC Square is the cornerstone of a modern workplace. We no longer view an office as the default. It's now a strategic, valuable asset that people come together to use for a reason, and it's a destination. CIBC Square is a modern, purpose-built headquarters to serve three communities: our clients, our team, and our urban community. The early response from our CIBC team returning to the office at Square has been overwhelmingly positive, and it will also be a hub for clients in the years to come. These investments are helping our bank to drive growth. You can see the results of this strategy and these prudent investments in our top line and in the shareholder value we are creating. Our recent announcement of a two-for-one share split speaks to the momentum we have. As our share price has appreciated, we made the decision to split our shares to ensure our share price stays accessible to retail investors, including members of our own team at CIBC. We're proud of the business we're building. We're focused on attracting more clients, building out our talented team, and demonstrating to our investors that we're a growth-oriented bank with a strategy to win. [Foreign language]. In addition to our investments in our business, we're also investing in a more sustainable future for all our stakeholders. Banks play a critical role in this area, and our bank is punching above our weight in helping our clients and our stakeholders achieve their ambitions in the ESG arena. This year, we refocused our ESG strategy to allow us to have a greater impact in this regard. First, we've accelerated climate action. We are helping our clients make the energy transition and offering products and services that make a tangible difference. [Foreign language]. Our view has always been that we need to make progress across our entire energy sector towards a more sustainable future. That means recognizing the key contribution traditional energy companies make to our economy and the investments they're making in cleaner energy for the future. Equally, it means supporting new forms of energy. We're investing in clean tech and renewable energy. We're also very active with our traditional energy clients as they invest in their sustainability ambitions and the energy transition. We are a leading lender in renewables across North America. We are one of the founding banks behind Carbonp lace, a carbon credit settlement platform. This is a great example of a commercially viable solution that helps our clients take real, scalable, and meaningful action towards their sustainability ambitions. We have set a net-zero ambition, and we're putting in place goals that will ensure we will deliver. Our bank recently established interim targets for emissions reductions across our lending portfolio. We are targeting a 35% reduction in the operational emissions intensity of our oil and gas portfolio compared to a 2020 base year for scope one and scope two emissions. We are targeting a 27% reduction in the end-use emissions intensity of our oil and gas portfolio compared to a 2020 base year for scope 3 emissions. Our commitment to intensity-based targets is driven by a simple guiding principle: we're in this with our clients, and we're committed to a successful transition to a lower-carbon economy for all our stakeholders, including our clients in the energy sector. That's a commitment shared across our business. Second, we are creating access to opportunities to help build equitable, inclusive, and resilient communities where ambitions are made attainable for all. [Foreign language]. An inclusive economy lifts our society and benefits everyone. To support this outcome, we remain committed to supporting small and medium-sized enterprises across our bank, including CAD 4.8 billion in new loan authorizations in fiscal 2021. We recently announced the next step in our commitment with the launch of the CIBC Foundation. CIBC made donations totaling CAD 70 million in fiscal 2021 to seed our foundation, with plans to grow this to over CAD 155 million over time. We have consistently focused our community investments on education and career opportunities. This includes recent commitments to the Black community, Indigenous peoples, and persons with disabilities to further promote economic prosperity and opportunities for growth. Third, we're building integrity and trust to safeguard data, ensure we act responsibly, and enhance our clients' experience by leveraging technology and empowering our people. [Foreign language]. To support our clients, we consistently add to the layers of security in place. This includes new technologies such as digital identity verification and voice biometrics to prevent fraud. Recognizing the opportunities that come from emerging technologies, our investment in market-leading public cloud technology will reinforce and expand critical foundations in data protection and security. This will enable us to support faster, real-time data-driven decisions and to quickly launch and scale new innovations for an enhanced client experience. Economically, we are at a critical moment across North America. We need to be obsessed with economic growth, which is a key enabler of a healthy, inclusive, and welcoming society. The pandemic disrupted the finances of businesses and families in unprecedented ways, and governments met this challenge by providing much-needed financial support through the crisis. That saved us from a sharper economic decline and gave solid footing on which to build a recovery. We are currently near full employment in both Canada and the U.S. As we see continued reopening across North America, some incremental gains will be made in near-term productivity, which may provide some further momentum. In addition, we have a unique opportunity to work together across North America to further our highly productive trading relationship and mitigate some of the supply chain issues that have impacted Canadian and U.S. businesses. Overall, our economists are expecting GDP growth in both Canada and the U.S. to be close to 3.5% this year. As a North American bank, we'll be there to support our clients in growing their business across borders. We need to be realistic about the road ahead across the economy. Interest rates are rising. National debts need to be serviced, and that means governments will need to generate revenue. You can tax your way to that revenue or grow your way there by creating a more productive economy that generates more wealth for everyone. Our view is that investing in economic growth is the best way forward for all. We must choose our path and choose it quickly. We need to react now, as we did when the pandemic set in, with urgency, with decisiveness, and with a focus on sustainable long-term solutions. We have a unique opportunity to help create an economy with a future focus by growing and attracting bright minds who can make North America a global innovation hub. Canada is a proven leader in energy, and we can be a global leader in the energy sector of tomorrow. Across North America, we can lead in key growth sectors, including artificial intelligence, cybersecurity, and other meaningful growth areas. That, in turn, will create growth opportunities for businesses, families, and individuals, strengthen our economy, and better position us to thrive over the long term. I'll close my comments by noting that 2021 was a pivotal year for our bank. [Foreign language]. We demonstrated the strength of our business and the soundness of our growth plan. [Foreign language]. We demonstrated why our commitment to making clients' ambitions a reality is so powerful. [Foreign language]. We demonstrated our unwavering commitment to a sustainable future for all. [Foreign language]. We position CIBC for a strong 2022 and beyond. [Foreign language]. We're delivering for our stakeholders, and we're playing our part in shaping a prosperous future. [Foreign language]. We're living our purpose, and it shows in our actions, and through the dedication and commitment of our CIBC team. They have my utmost confidence as we grow our business together in 2022 and beyond. Thank you, merci. Thank you, Victor. On behalf of the board, I'd like to thank you and the entire CIBC team for your leadership and contributions to CIBC's stakeholders, strong financial performance, and dedication to creating a more inclusive and sustainable future. I would like now to move to the more formal business of the meeting. For shareholders and proxy holders who have registered to access our online voting platform, polls are open and will remain open until we complete the formal business of the meeting. I will pause for what will feel like a long time after 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. First, I would like to acknowledge Pat Daniel, who's retiring after having reached his maximum tenure. We will really miss Pat's wisdom, which he brought to our board. We've been so fortunate to have had the benefit of his experience over the last 15 years and wish him much continued success and good health. On behalf of our shareholders and the board and CIBC's employees, I want to thank Pat for his dedicated service and contributions to CIBC's board and to our board committees. This year, the number of directors to be elected is 14. They are Ammar Aljoundi, Charles Brindamour, Nanci Caldwell, Michelle Collins, Luc Desjardin, Kevin Kelly, Christine Larsen, Nicholas Le Pan, Mary Lou Maher, Jane Peverett, Martine Turcotte, Barry Zubrow. Victor and I complete the list of nominees for election as directors. I now call on Michelle for a motion. Thank you, Kate. I am pleased to move and second the nomination for election of each of the 14 individuals named in the 2022 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. Thank you, Michelle. Are there any comments or questions on the election of directors? Please hold any questions not related to the election of directors to the comment period. Kate, there are no written comments or questions on this matter from the webcast. Matt, are there any questions on the phone? There are no questions at this time. Thanks, Matt. Kate, back to you. I declare nominations closed. All the individuals nominated are standing for election. If you are a shareholder or a proxy holder and have used your control number to log into 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 do not wish to change your vote, no further action is required. I'll pause for a moment now to allow time for those casting their votes. The next item of business is the appointment of auditors. I call on Michelle for a motion. I move and second that Ernst & Young LLP be appointed as the auditors of CIBC until the close of the next annual meeting of shareholders. Thank you, Michelle. Michelle, are there any comments or questions on the appointment of auditors? Once again, questions of a general nature should be held until the comment period later in the meeting. There are no written comments or questions on the webcast. Matt, are there any questions on the phone? There are no questions at this time. Thank you. Back to you, Kate. Please record your vote on the appointment of auditors. Please remember that if you voted in advance of the meeting and you do not wish to change your vote, no further action is required. The next item of 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 call on Michelle for a motion. I move and second that the shareholders accept the approach to executive compensation disclosed in CIBC's Management Proxy Circular for the 2022 Annual and Special Meeting of Shareholders. Thank you. Michelle, are there any comments or questions on the advisory resolution regarding executive compensation? Please hold questions of any general nature till later in the meeting. Kate, we have no questions from the webcast. Matt, are there any questions on the phone? There are no questions at this time. Thank you. Kate, back to you. Please record your vote on the advisory resolution regarding our executive compensation approach. Once again, if you voted in advance of the meeting and do not wish to change your vote, no further action is required. The next item of business is a special resolution to amend bylaw number one to give effect to a two-for-one share split of CIBC common shares. The board and management believe that the share split may enhance liquidity in CIBC common shares and its business by bringing the trading price of the common shares into a more accessible range for investors. The share split in and of itself will not change the total market value of the issued and outstanding common shares or a shareholder's proportionate ownership in CIBC or the interests, rights, or privileges of shareholders. To take effect, this special resolution requires approval of not less than two-thirds of the votes cast. I call on Michelle for a motion. I move and second that shareholders confirm the amendment to bylaw number one as approved by the board, which provides for the subdivision of the issued and outstanding CIBC common shares on a two-for-one basis such that every one existing share will become two shares effective at the close of business on May 13, 2022. Thank you. Michelle, are there any comments or questions on the special resolution to amend bylaw number one? Please hold questions of a general nature for the comment period later in the meeting. We have no questions from the webcast. Matt, are there any questions on the phone? There are no questions at this time. Thank you, Matt. Kate, back to you. Please record your vote on the special resolution to amend bylaw number one to give effect to a two-for-one share split of CIBC common shares. Once again, if you voted in advance of the meeting and do not wish to change your vote, no further action is required. The next item of business is a special resolution regarding variable compensation for U.K. material risk takers. We propose compensation changes for certain CIBC employees associated with CIBC's U.K. operations to comply with the European Union Capital Requirements Directive 5. The proposed changes will provide our management resources and compensation committee with the flexibility to award variable compensation to these employees consistent with our compensation principles and with market practice. To take effect, a special resolution requires approval of at least 66% of the votes cast, provided that at least 50% of the voting rights are represented at the meeting, or 75% of the votes cast if less than 50% of the total voting rights are represented at the meeting. I call on Michelle for a motion. I move and second that effective for fiscal 2022 and beyond, and in accordance with the European Union Capital Requirements Directive 5 and the United Kingdom Prudential Regulatory Authority's remuneration rules, CIBC is authorized to apply a ratio of the fixed to variable components of total compensation for an individual classified as a U.K. material risk taker that exceeds one-to-one, provided that the ratio does not exceed one-to-two for that individual. Thank you, Michelle. Are there any comments or questions on the special resolution regarding variable compensation for U.K. material risk takers? Please hold questions of a general nature for the comment period later in the meeting. There are no written comments or questions on this matter from the webcast. Matt, are there any questions on the phone? There are no questions at this time. Thank you. Back to you, Kate. Please record your vote on the special resolution regarding variable compensation for U.K. material risk takers. Once again, if you voted in advance of the meeting and do not wish to change your vote, no further action is required. I'll pause once again just to allow voting to take place. You'll be asked to vote now on four shareholder proposals. Le Mouvement d'éducation et de défense des actionnaires submitted eight shareholder proposals, and after discussion with CIBC, decided to submit three of their proposals to a vote at today's meeting. Vancity Investment Management submitted one shareholder proposal for a vote. We are pleased to have today Mr. Willie Gagnon, Director of the Mouvement d'éducation et de défense des actionnaires, join us virtually to present MÉDAC's proposals. Mr. Gagnon, please move your three proposals. After you have presented your proposals, we will open the meeting for questions and then put all three proposals to a vote. Mr. Gagnon. Reading each proposal and supporting statement. Good afternoon, or should I say good morning, Madam Chair. Can you hear me? My name is Willie Gagnon, and I represent the Mouvement d'éducation et de défense des actionnaires. MÉDAC is a shareholder of the bank, and as you indicated, we made eight proposals, and three are being put to a vote, and therefore we came to an agreement on five topics. The first proposal is entitled Benefit Corporation. It is proposed that the bank explore the possibility of becoming a benefit corporation and report to shareholders at the next annual meeting. We have agreed that this proposal not be put to a vote at the meetings of those banks that have included a commitment to tend their efforts towards the realization of their purpose. In other words, those that have enshrined their purpose in such a manner that for any change would require a qualified majority with a special meeting of shareholders. That has not been possible with CIBC. We would have hoped that since you've already made a commitment to realize your purpose, you would have been prepared to embed this in your internal bylaws, but that has not been possible. Therefore, the proposal is being put to a vote, and we would invite all shareholders to support this proposal. Our second proposal proposes the establishment of an annual advisory vote policy with respect to environmental and climate change action plan and objectives. This would be similar to the Say on Pay vote. A number of corporations already have such a vote, including Shell, Unilever, Glencore, Canadian Pacific, Canadian National, Nestlé, and we would invite you to implement that practice, which we believe is exemplary, is a best practice. Several proposals have been made to a number of companies, and generally, these proposals garner a high proportion of votes since many institutional investors support these initiatives. We would invite all shareholders to support this proposal. We have made, as has been the case to all companies in which we hold shares, a proposal on the French language. French language becomes a controversy on a repetitive basis. We offered a solution that we felt was reasonable and based on the location of the company's head office, which steps aside from personalized issues, and we would have hoped. In passing, our proposal did not target CIBC as being an offender in this respect to the country. The idea was to harmonize practice so that it would no longer be possible to ignore the question of language in management of companies, as has been the case recently in other public companies. We would invite all shareholders to support this proposal. I understand that I will have an opportunity to make comments on withdrawn proposals subsequently. Madam Chair, thank you. Thank you, Mr. Gagnon. Michelle, are there any comments or questions regarding proposal number one, two, or three? Kate, we have no comments or questions from the webcast. Matt, are there any questions on the phone? There are no questions at this time. Thank you. Back to you, Kate. Your board and management are recommending shareholders vote against each of these shareholder proposals for the reasons set out in the management proxy circular. At this time, please record your vote on shareholder proposal numbers one, two, and three. Please remember that if you voted in advance of the meeting and you do not wish to change your vote, there is no further action required. We're pleased to have Ms. Morrigan Simpson-Marran, Associate ESG Analyst at Vancity, join us to present Vancity's proposal. Ms. Simpson-Marran, please move your proposal. Good morning. My name is Morrigan Simpson-Marran, and I'm here representing Vancity Investment Management. Economic inequality has been steadily increasing since the 1970s. A major contributor to this disparity is the quickly growing gap between what executives are paid and what the larger workforce is being paid. Highlighting this, in 1978, the average CEO's pay in the U.S. was only 31 times the average worker's pay. This figure has now skyrocketed. While millions struggle to meet their bottom line, CEOs in 2020 earned 351 times the average wage. Canada is not immune to this phenomenon either. In 2020, CEO pay at the top 100 companies on the TSX, a list CIBC is on, was 202 times the pay of the average worker. Furthermore, over the 2019-2020 period, executive wages increased an average of 17%, while the wages of average workers increased only 4%. The value being created by companies is increasingly accumulating at the top of the organizations, which is driving wealth inequality more broadly. Research has shown that unequal societies are associated with poorer health, more violence, a lack of community life, and increased rates of mental illness across all classes. The detriments of this inequality do not, however, stop at the societal level. Extreme compensation gaps within an organization lead to lower employee morale and ultimately higher risk of employee turnover, which bears a significant cost for organizations, especially for human capital-intensive companies like CIBC. It is critical to recognize that the ratio from a single year is not the focus. In order for the ratio to be useful, investors, employees, and management need to see the trend over time. This allows CIBC to ensure the wage gap is not widening. If it is, as has been the tendency over the past few decades, this tool will be critical to identify that and make corrections to ensure employee sentiment stays positive, ultimately preventing turnover, costs, and decreased productivity. CEO to median worker pay disclosure is already a requirement in the U.S. and the U.K., and there are well-established methods outlined in GRI reporting standards to calculate this ratio. We firmly believe it is possible and in the best interest of CIBC and the company's shareholders to begin tracking and disclosing this ratio. Therefore, we propose the board of directors undertake a review of executive compensation levels in relation to the entire workforce and, at reasonable cost and omitting proprietary information, provide a report to shareholders and publicly disclose the CEO compensation to median worker pay ratio. Thank you very much. Thank you. Michelle, are there any comments or questions regarding proposal number four? Kate, no comments from the webcast. Matt, are there any questions on the phone? There are no questions at this time. Thank you. Kate, back to you. Your board and management are recommending shareholders vote against this proposal for the reasons set out in the management proxy circular. Please record your vote on shareholder proposal number four. Please remember that if you voted in advance of the meeting and you don't wish to change your vote, there's no further action required. This completes the matters to be voted on. I'll pause for a moment so that shareholders and proxy holders can finish voting. The polls are now closed. [Foreign language]. I would now invite Mr. Gagnon to comment on the withdrawn MÉDAC proposals. Mr. Gagnon? Thank you again, Madam Chair. We would have wanted to support Vancity's proposal, and I would add that Scotiabank is publishing a compensation ratio this year, which is an excellent practice that introduces a notion of vertical analysis in setting compensation, and that all banks in Canada ought to follow Scotiabank's example. We had presented five further proposals that I will quickly review. One proposal dealt with the formal employee representation in strategic decision-making. CIBC stated that it will undertake a study on the creation of formal mechanisms to take into account employees' interests and opinions in strategic decision-making. We are very happy with this commitment from the bank, and we look forward to seeing what we'll assume. We have made a proposal in respect of women in management, requesting that the bank address its disclosure of the proportion of women at various levels of the bank. The bank has agreed to account for the representation of women at each level for the last three fiscal years. This was the disclosure that we were seeking. In other words, the ability to break down the proportion of women at various levels of management positions. This is a practice that other banks have already adopted, and we are happy to see that you are following suit. We had made a proposal on the circular economy, and in your reply, you state that CIBC will join the coalition for leadership in the circular economy in Canada. We are happy that you are joining this standard-setting initiative, and we continue to hope that you will join the principles for responsible banking. We had a proposal focusing on decarbonization, in which we sought early disclosure of your intermediate targets to reach the Paris objectives. We see that you have joined the working group on financial disclosure related to the financial industry, and that as part of those commitments, you had or you will soon disclose your targets. However, we are sorry to see that our country's targets are not as ambitious as we anticipated in terms of fossil fuel industries, and we are particularly alarmed by the recent news that Canadian banks have substantially increased their support to fossil fuel energy in 2021, as reported by Greenpeace. We will be looking closely at the situation, and if these news are accurate, we believe that it is deplorable. We had made a proposal in respect of the creation of a board committee dealing with environmental and climate change issues. The bank's proposed measures are satisfactory to us. You write that the governance committee supervises the bank's ESG strategy. The bank still focuses on carbon neutrality and that all of the board's committees will address the issue, which is generally satisfactory to us. Generally, we are very satisfied with our discussions with the bank this year, given that we have been able to agree on most of our proposals. Madam Chair, thank you very much, and we would invite shareholders to support our initiatives as well as your best practices. Thank you. Thank you, Mr. Gagnon, for MÉDAC's continuing engagement with CIBC in the bank's governance matters. I have been advised that the scrutineers have their preliminary report ready. Michelle, would you please read the scrutineer's report? Yes. Thank you, Kate. The scrutineer's report is that 48.6% 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 14 nominees named in the management proxy circular. On the election of directors, for 98.3%, withheld 1.7%. On the appointment of auditors, for 93%, withheld 7%. On the advisory resolution regarding our executive compensation approach, for 95.5% against 4.5%. On the special resolution to amend bylaw number one to give effect to a two-for-one share split of CIBC common shares, for 99.8% against 0.2%. On the special resolution regarding variable compensation for U.K. material risk takers, for 98.9% against 1.1%. On shareholder proposal number one, Benefit Corporation, for 5.8% against 94.2%, with less than 1.3 million shares abstained. On shareholder proposal number two, the advisory vote on environmental policy, for 24.3% against 75.7%, with less than 13.9 million shares abstained. On shareholder proposal number three, French as an official language, 4.1% against 99%, with less than 1.1 million abstained. On shareholder proposal number four, CEO median worker pay ratio, 14.8% against 85.2%, with less than 9.8 million shares abstained. Kate, that concludes the report. Thank you, Michelle. Based on the vote results, I declare that each of the 14 nominees named in the 2022 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 special resolution to amend bylaw number one to give effect to a two-for-one share split of CIBC common shares is also approved. The special resolution regarding variable compensation for U.K. material risk takers is approved, and shareholder proposals one, two, three, and four are not approved. For proposal number two, we acknowledge the various perspectives on the sustainability of an annual climate advisory resolution. Investor sentiment is important to us, and we remain committed to engaging with you, our shareholders, on our climate transition plan, which is a key focus embedded within our strategy and also within our board practices. We thank you very much for your votes today. The final vote results will be available after the meeting. At this time, I invite shareholders and proxy holders with a question or comment about CIBC and its business to submit your questions online by selecting the messaging icon at the top of your screen. Type your message within the text box. Once you finish typing your question, click the submit button. You also have the option of asking a question through the phone line. From the phone line, enter star and one. Please mute the webcast audio if you're participating on both. You'll be asked to say your name before you are entered into the queue. Once in the queue, the operator will ask you to speak by stating your name. Please indicate whether you're a shareholder or proxy holder when you're stating your question. Michelle, would you please read the first question? Kate and Victor, the first question comes from François Meloche. He writes, "My name is François Meloche. I work for Equo, Shareholder Engagement Services, and hold the proxy of Bâtirente, a Montreal-based pension fund. Our client, Bâtirente, filed a shareholder proposal asking CIBC to report how its lending portfolio facilitates oil and gas exploration and aligns with the IEA net zero emissions scenario. We withdrew the proposal with the understanding that CIBC will demonstrate it can work with its clients in the oil and gas sector to help them in their transition journey. How is CIBC supporting its oil and gas clients to decarbonize their business, which for us means reducing the emissions, but more importantly, exploring low carbon opportunities and winding down their focus on producing and selling fossil fuels for combustion? Thank you. [Foreign language]. It's a very good and timely question, and I want to assure you that CIBC is on a path to net zero by 2050. We are a signatory to the Net Zero Banking Alliance, and we are committed to delivering a neutral carbon footprint by 2050 from our own operations by 2024 and from our financing activities over the next 26 years. We take the approach of always working with our clients and our other stakeholders. Let me talk about our clients first and foremost, and that would include clients across the energy spectrum. Our domicile is here in Canada. We serve clients around the world, but if I look at the Canadian energy portfolio, we serve clients from hydroelectric power through to oil and gas. We are working with them on their path to net zero. We are also working with them in terms of disruption to their own business and to the people that they employ to make sure that it's a just transition, to make sure all stakeholders' interests are factored in. We factor in the environment. We factor in technologies. We factor in our employees' views as well as views from our shareholders, and we have also established a community foundation to help those who may be displaced from the transition. Specifically, we have committed, we have just recently announced our interim targets for Scope 1 and Scope 2 intensity reductions and Scope 3 intensity reductions through to 2030, being -35% and -27% respectively. We are one of the leaders in renewable lending in North America. We see that in our lending portfolio. We see that in our advisory work. We've made a commitment to double our initial commitment to renewable financing to CAD 300 billion by 2030. More recently, we made a CAD 100 million commitment to invest in climate change technologies that are associated with GHG reductions. I believe that we are being recognized for this. The Carbon Disclosure Project has given us a grade of A-, which would place us in the top tier of Global Financial Institutions, but there's more to do. We have a plan. We will achieve that plan, and we will regularly report to our shareholders through our sustainability report on an annual basis. I thank you for your question. Thank you, Victor. I would just add that the board also is very focused on its oversight responsibilities for ESG, for climate and sustainability, and at the board level and at the committee level, we have it embedded into our mandates to focus on these important issues. Thank you for that, Victor. Michelle, could we take the next question, please? Yes. We have a second question from François Meloche. He refers to the skills and experience table on page 27 of our information circular, and he writes this comment: "Skills and experience table on page 27 provides information on the expertise of individual directors. Among the various expertise, there is corporate responsibility and ESG. This is a broad category. It would be useful for shareholders to know that the board has specific expertise in energy transition and climate change. This is an area which is and will continue to impact the Canadian economy and would merit a specific focus. The table does have information technology and human resources as items. Would it make sense to separate out energy transition as a standalone category?" Thank you, Mr. Meloche, for your question. The board does have significant focus and education on ESG issues, including climate. We have spent a great deal of time over the past several years, actually increasing quite a bit in this past year, and our forward-looking board education calendar also has a real focus on ESG and climate issues. It is an area of great focus for our board. We will take your comments under consideration. Thank you so much. Michelle, do we have any more questions? Yes, Kate. Online, we have a comment and question from Richard Blackwell. "I would like to hear Mr. Dodig justify his level of compensation, particularly in relation to other levels of pay in the company." Thank you, Michelle. I think that I should take that, that Victor should not have to justify his own compensation. First of all, the board aligns its executive compensation to shareholder interests, and so there really is a linkage to the successful execution of the bank's strategy and business plans while maintaining prudent risk practices. Victor's compensation is supported by his performance and strong leadership as CIBC brings its purpose to life, which was done very, very well during the pandemic. Victor led the bank through the execution of a client-focused strategy, delivering growth and value to its stakeholders. The board fully supports the pay of our CEO. Thank you for your question. I would also elaborate just to say that we have a committee of the board that focuses on executive compensation, on our philosophy of compensation for the CEO and actually for the entire company. We do look at vertical pay ratios, at horizontal pay ratios. We look at the external market. There are many, many factors that the committee and the board take into consideration, and we think our practices are very fair and upmarket, and we will continue to monitor them. Thank you very much for your question. Michelle, are there any other comments or questions? Kate, yes. We have a question from Dominic Mazota in connection with our share split. "Why did you choose May 13, 2022, to be the effective date?" Thank you for your question. I will ask Victor to answer for you. Yeah, there is a lot of technicalities, and Hratch Panossian, our CFO, is here, so I am going to get him on the line just so you can hear from him as well. From the time you announce to the time you implement, there is a period of time that you have to go through with the stock exchanges in question. Maybe you'd like to chime in on that with some of the technicalities. Thank you, Victor, and good morning, everybody, and thank you for your question. As Victor said, we've tried to do the share split in accordance with all of the required procedures to go through to make sure it is done in an orderly way, to make sure all of the approvals required are obtained, and to make sure we give ample time for both our shareholders and all of the parties required to help us effect that transition can do that in an orderly manner and avoid any operational risks. Given the timing of this being put to the vote at today's meeting, that is a date that lines up well with executing this as expeditiously as possible, but also while managing all of those processes. Thank you, Hratch. Are there any other questions or comments, Michelle? Matt, I believe we have a shareholder on the phone. Can we put that person through, please? Yes, certainly. We do have a question, and the question is from Miguel Cuunjieng. Please go ahead. Yes, thank you so much. I want to thank the chair, members of the board, and fellow shareholders. My name is Miguel Cuunjieng, and I work for EOS & Federated Hermes. I'm here on behalf of our institutional investor clients who own CAD 1.1 billion in CIBC equity, effectively making them the bank's fifth largest holder. We are also active participants in the Institutional Investors Group on Climate Change. The IIGCC's investor expectations for the banking sector include aligning the bank's financing with the delivery of the goals of the Paris Agreement, governance of climate risks and opportunities, and the bank's disclosure of its climate governance strategy, risk management approach, and metrics and targets to be in line with the recommendations of the TCFD. Today, I would like to address the bank's climate strategy as it relates to a just transition as we consider this important for the long-term success of the company. We appreciate the bank's ambition to be net zero in its operations and financing activities by 2050, its commitment to supporting its clients through the transition to a low carbon economy, and the initial sector-based decarbonization targets set by the bank. We will monitor the ongoing progress against these and the disclosure of more robust sector-based targets. We also acknowledge that CIBC Asset Management is a member of Climate Engagement Canada, which brings together the financial community and corporate issuers to promote a just transition. While we appreciate this collaborative approach, we note the bank's current disclosures on the focus areas for its climate transition strategy do not mention collaboration or consultation with communities. Special consideration and plans should be detailed for communities most adversely affected by the fossil fuel industry. Our concern here is that as other financial institutions withdraw from these activities, a concentration of risk may occur within the Canadian banking sector. To mitigate against these risks, banks should be working with communities towards achieving a just transition. This engagement will support CIBC in navigating risks and opportunities within the low carbon transition with respect to environmental justice and human rights. I ask the chair, will CIBC explicitly commit to achieve a just transition with specific attention to impacts and opportunities for its key stakeholders, including workers, their families, and the communities most impacted by the low carbon transition? Also, can this commitment be supported by reporting on the specific actions the bank will take to achieve the just transition, including clarity on how borrowers' own commitments, capacity, and strategy to achieve the just transition is factored into financial decision-making? Thank you. Miguel, thank you very much, both for your feedback and also for your questions to us today. I am really glad that you asked about the just transition because it is very important to our country. It is very important to the bank, and particularly given Canada has certain regions and communities that are especially impacted by our transition to a low carbon economy. We, as a bank, take part and parcel together the social impact as well as the climate goals. I think that a just transition encapsulates both, and we agree with you that a just transition is very, very important. I will ask Victor to elaborate, if I may. Yeah, thank you, Miguel, for your question. Thank you, Kate, for your introductory comments. We are committed to a just transition. We're committed to working with our clients, as I said earlier, and through the eyes of our clients across the energy spectrum, we look at employment disruptions, technology disruptions, with the ultimate goal of helping them get to net zero. If they do not have a plan, we help them with that plan to get to net zero. Understanding them and their employees and job security and how that can affect people's livelihoods is something that we factor into our decision-making. Working with our First Nations and understanding their concerns as we try to achieve a net zero goal by 2050 is something that we factor in through consultation with them. We work with policymakers at the government level to advocate for technologies and incentives that will accelerate the move to net zero. We are a stakeholder-driven bank. We see everything through our clients' eyes. The net zero transition, we absolutely work through our clients and factor in more than just financials as we achieve that net zero ambition. Great. Thank you, Victor, for that. We appreciate your thoughts and your engagement to the Hermes team. Michelle, next question, please. Before we go back to questions from the webcast, Matt, are there any other questions on the phone? There are no questions at this time. Okay. Kate, we do have a comment from Jeff Carlson. He writes, "I am a beneficial shareholder. I am pleased to hear that CIBC has renewed and continues its support of conventional energy companies, in particular Canadian oil and gas companies. Conventional energy is, at this time, the only viable means of reliably providing the energy that Canada and indeed the rest of the world needs. So-called carbon-neutral energy notions are fantasy. So I thank CIBC for its ongoing commitment to Canadian oil and gas producers in this regard." Okay. We appreciate your comments. Thank you. Michelle, are there any more comments or questions? We have no more questions from the webcast. Matt, are there any other questions on the phone? There are no questions at this time. Thank you, Matt. Back to you, Kate. Thank you, Michelle. Thank you to our shareholders and proxy holders for your questions and comments. Your participation is really important to us. We really appreciate it. Thank you very much for joining us today, and stay well. I now declare the meeting terminated.