Summary of significant differences between the governance practices of CIBC and those required of U.S. domestic companies under the New York Stock Exchange Listing Standards
The practices and procedures of CIBC's management and Board of Directors foster compliance with legal and regulatory governance rules and industry best practices. As a Canadian public company with securities listed on the Toronto Stock Exchange (TSX), we have in place a system of corporate governance practices that meets or exceeds all applicable Canadian requirements.
CIBC is classified as a "foreign private issuer" in connection with its listing on the New York Stock Exchange (NYSE), and as a result many of the governance rules of the NYSE that apply to U.S. domestic companies do not apply to us.
The NYSE governance rules do require that we disclose any significant differences between our governance practices and the NYSE governance rules.
For the approval of equity compensation plans, there is a significant difference. Unlike the NYSE rules, there is no requirement in Canada for shareholder approval of compensation arrangements involving share purchases in the open market at fair value or for amendments to such arrangements. CIBC complies with the TSX rules that require a listed company to obtain shareholder approval of new share compensation arrangements that involve an issue of shares or to make amendments to such arrangements if the arrangement does not permit the listed company to make them on its own.
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