CIBC investors shoot down compensation-plan motion

Share

Canadian Imperial Bank of Commerce investors defeated a motion on executive compensation approved by the lender's board, in a clear statement of dissatisfaction with CIBC's decision to reward generous pay packages to outgoing executives.

Shareholders voted 57 per cent against the bank's "say on pay" resolution, which is non-binding.

"We believe that the terms of retirement compensation arrangements granted to the company's former CEO and COO are unreasonable and inconsistent with the governance principle of pay for performance. In accordance with this view, we have voted against the Advisory Resolution on Executive Compensation," said the Canada Pension Plan Investment Board, in a statement.

Shareholders, which include the Ontario Teachers' Pension Plan, also withheld a significant number of votes from Linda Hasenfratz, the new chair of the bank's compensation committee, approving her re-election with only 85 per cent in favour, which is far less than the others.

The rebuke follows concerns about lucrative post-employment deals given to former chief executive Gerry McCaughey and former chief operating officer Richard Nesbitt.

The two men continue to draw a combined $25-million in pay, even though they left the bank last year.

The current CEO, Victor Dodig, is eager to position CIBC as a nimble, regional bank, in an apparent rebuttal to critics who have pilloried it for a series of embarrassing missteps over the past decade that have left it far smaller than many of its peers.

"In the new regulatory framework, the global banking model is being challenged," the chief executive told shareholders Thursday at CIBC's annual general meeting in Calgary.

He pointed to low levels of profitability among the global giants relative to CIBC, based on lower return on equity, as evidence that the costs of maintaining a global footprint outweigh the benefits.

"Success in the years ahead will be determined not by size, scale, breadth or global reach; but by strength, depth, agility and a clear focus on our clients in the areas where we chose to compete," he said.

CIBC has been shifting its focus in recent years after stumbling through a number of financial and public-relations headaches that have given it the unfortunate reputation as the bank most likely to walk into a sharp object.

In addition to the controversy over the compensation, the bank paid $3-billion in 2005 to settle litigation related to the collapse of Enron, and it took a total of $11-billion in writedowns during the financial crisis that forced the bank to lower its risk profile and retreat from a number of markets.

Mr. Dodig, who has led the bank for nine months, is keen to put these setbacks behind the organization, stressing that the bank has embarked upon a coherent strategy for building market share and carving out a distinctive approach to banking.

"I think we have a very clear strategy," he said in an interview prior to the shareholder meeting.

"We've spent the last number of years strengthening the bank financially," he said, pointing to consistent earnings and rising dividends.

He believes the bank is set apart from its peers by its embrace of new technology, its deep relationship with business leaders and its financial strength, based on strong profitability and high capital ratios.

The suggestion that CIBC is comfortable with its current size – its market capitalization puts it in fifth position among the Big Six – comes as the bank continues to search for a U.S.-based wealth manager and private bank, to complement its acquisition of Atlantic Trust which was completed in 2014.

"We're a significant size. There are very few instances that I've seen in my first eight months, if any," he said, where the bank would be unable to compete in terms of deal-making.

However, Mr. Dodig said that the goal is part of a five-year plan, which involves finding a business with the right cultural fit, at the right valuation.

"There's a tremendous amount of value to unlock in our own Canadian business already," he said, highlighting his interest in private businesses.

He also suggested that CIBC wasn't prepared to retreat from areas that are struggling from collapsing commodity prices.

Mr. Dodig told his Calgary audience that CIBC would maintain a strong presence in Alberta, even as weak oil prices threaten the balance sheets of energy producers and consumers in the province.

"My message to our clients has been that CIBC will continue to invest in Alberta and invest in them to ensure their long-term sustainable growth and vibrancy," he said.