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U.S. SECURITIES AND EXCHANGE COMMISSION
| ☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 |
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the fiscal year ended October 31, 2022 Commission File Number:
1 - 14678
CANADIAN IMPERIAL BANK OF COMMERCE
(Exact name of registrant as specified in its charter)
| | | | |
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(Province or other jurisdiction of incorporation or organization) | | (Primary Standard Industrial Classification Code Number) | | |
(Address and telephone number of registrant’s principal executive offices)
Vice-President and General Counsel
425 Lexington Avenue – 3
rd
Floor
New York, New York, 10017
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
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| | | | Name of each exchange on which registered |
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Securities registered or to be registered pursuant to Section 12(g) of the Act.
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
For annual reports, indicate by check mark the information filed with this Form:
| | |
| ☒ | | ☒ Audited annual financial statements |
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
| | | | |
| | | 905,993,892 | |
| | |
Class A Preferred Shares: | | | | |
| |
| | | 16,000,000 | |
| | | 12,000,000 | |
| | | 12,000,000 | |
| | | 18,000,000 | |
| | | 13,000,000 | |
| | | 10,000,000 | |
| | | 750,000 | |
| | | 750,000 | |
| | | 800,000 | |
| | | 600,000 | |
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days
.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files)
.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule
of the Exchange Act. Emerging growth comp
an
y ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
| 1 | The Series 53, 54 and 55 Class A Preferred Shares are held by a consolidated entity, CIBC LRCN Limited Recourse Capital Trust, in connection with the issuance of $750 million principal amount of 4.375% Limited Recourse Capital Notes Series 1(NVCC) (subordinated indebtedness), $750 million principal amount of 4.000% Limited Recourse Capital Notes Series 2(NVCC) (subordinated indebtedness) and $800 million principal amount of 7.150% Limited Recourse Capital Notes Series 3(NVCC) (subordinated indebtedness), respectively. The Series 53, 54 and 55 Class A Preferred Shares are distributable to holders of such notes upon certain events. |
DISCLOSURE CONTROL AND PROCEDURES
The disclosure provided under the heading “Management’s discussion and analysis—Controls and procedures—Disclosure controls and procedures” included in Exhibit B.3(c) is incorporated by reference herein.
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The disclosure provided under the heading “Management’s discussion and analysis—Controls and procedures—Management’s annual report on internal control over financial reporting” included in Exhibit B.3(c) is incorporated by reference herein.
ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM
The disclosure provided under the heading “Report of independent registered public accounting firm—To the shareholders and directors of Canadian Imperial Bank of Commerce—Opinion on internal control over financial reporting” included in Exhibit B.3(b) is incorporated by reference herein.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
The disclosure provided under the heading “Management’s discussion and analysis—Controls and procedures—Changes in internal control over financial reporting” included in Exhibit B.3(c) is incorporated by reference herein.
AUDIT COMMITTEE FINANCIAL EXPERT
CIBC’s Board of Directors has determined that (i) CIBC has at least one “audit committee financial expert” (as that term is defined in General Instruction B(8)(b) of the General Instructions to Form
40-F)
serving on its audit committee, the members of which are Ms. Michelle L. Collins, Mr. Nicholas D. Le Pan, Ms. Mary Lou Maher and Ms. Jane L. Peverett, (ii) each audit committee member is an “audit committee financial expert” (as so defined), and (iii) each audit committee member is “independent” (as that term is defined in the listing standards of the New York Stock Exchange).
In accordance with the rules of the Securities and Exchange Commission, notwithstanding their designation as “audit committee financial experts,” each of the individuals listed above shall not (i) be deemed “experts” for any purpose, including, without limitation, for purposes of Section 11 of the Securities Act of 1933, as amended, or (ii) have any greater duties, obligations or liability than those imposed on any other member of the audit committee or board of directors.
CIBC has adopted a Code of Conduct applicable to all its officers (including CIBC’s Chief Executive Officer, Chief Financial Officer, Chief Accountant and Controller), directors, employees and contractors. The Code of Conduct meets the definition of a “code of ethics” (as that term is defined in General Instruction B(9)(b) of the General Instructions to Form
40-F).
The Code of Conduct is available on CIBC’s website at
https://www.cibc.com/ca/inside-cibc/governance/governance-practices/code-of-conduct.html
. CIBC also undertakes to provide a copy of the Code of Conduct to any person without charge by contacting Investor Relations at
investorrelations@cibc.com or by mail “Attention: CIBC Investor Relations” at the Toronto executive office address shown above.
Effective November 1, 2022, CIBC adopted the following amendments to the Code of Conduct:
| | • | | Changes were made to address: |
| | • | | compliance with Bill C-86 amendments to the Bank Act (Canada) that includes new regulation of banks’ sales practices, products and services, complaints handling and related governance requirements; |
| | • | | our commitment to Environment, Social and Governance (ESG) that aligns with our ESG strategy for FY2023; and |
| | • | | changes to internal businesses and organizational structure. |
| | • | | In addition to these changes, certain other technical, administrative or non-substantive amendments were made to the Code of Conduct. |
No waivers from the provisions of the Code of Conduct were granted in the fiscal year ended October 31, 2022 to the Chief Executive Officer, Chief Financial Officer, Chief Accountant or Controller of CIBC.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The disclosure provided under the heading “Management’s discussion and analysis—Controls and procedures—Supplementary annual financial information—Fees paid to the shareholders’ auditors” included in Exhibit B.3(c) is incorporated by reference herein.
The disclosure provided under the heading “Annual Information
Form—PRE-APPROVAL
POLICIES AND PROCEDURES” included in Exhibit B.3(a) is incorporated by reference herein.
During the fiscal year ended October 31, 2022, all of the services related to Audit-Related Fees, Tax Fees or All Other Fees were approved by the Audit Committee pursuant to its
pre-approval policy.
During the fiscal year ended October 31, 2022, less than 50% of the of the hours expended by CIBC’s independent registered public accounting firms’ engagement to audit CIBC’s financial statements were attributed to work performed by persons other than CIBC’s independent registered public accounting firms’ full-time, permanent employees.
OFF-BALANCE
SHEET ARRANGEMENTS
The disclosure provided under the heading “Management’s discussion and
analysis—Off-balance
sheet arrangements” included in Exhibit B.3(c) is incorporated by reference herein.
DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The disclosure provided under the heading “Management’s discussion and analysis—Contractual obligations” included in Exhibit B.3(c) is incorporated by reference herein.
IDENTIFICATION OF THE AUDIT COMMITTEE
The disclosure provided under the heading “Annual Information Form—AUDIT COMMITTEE” included in Exhibit B.3(a) is incorporated by reference herein.
Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities in relation to which the obligation to file an annual report on Form
40-F
arises or transactions in said securities.
DISCLOSURE REQUIRED BY NYSE LISTED COMPANY MANUAL
A summary of the significant differences between the governance practices of the Registrant and those required of U.S. domestic companies under the New York Stock Exchange listing standards can be found in the Governance section of the Registrant’s website at
https://www.cibc.com/en/about-cibc/corporate-governance/practices/disclosure-nyse-manual.html
.
DISCLOSURE REQUIRED BY IRAN THREAT REDUCTION AND SYRIA HUMAN RIGHTS ACT OF 2012
Under the Iran Threat Reduction and Syrian Human Rights Act of 2012 (“ITRSHRA”), which added Section 13(r) of the Exchange Act, the Registrant is required to include certain disclosures in its periodic reports if it or any of its “affiliates” knowingly engaged in certain specified activities during the period covered by the report. The Registrant is not presently aware that it or its affiliates have knowingly engaged in any transaction or dealing reportable under Section 13(r) of the Exchange Act during the year ended October 31, 2022.
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form
40-F
and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
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| | | | CANADIAN IMPERIAL BANK OF COMMERCE |
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| | | | | | President and Chief Executive Officer |
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| | | | | | Senior Executive Vice-President and |
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(Information to be filed on this Form pursuant to General Instruction (references are to paragraphs to General Instructions))
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| B.3(a) | | Annual Information Form |
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| B.3(b) | | Audited consolidated financial statements for the year ended October 31, 2022 excerpted from pages 108-109 and 116-193 of the 2022 Annual Report of Canadian Imperial Bank of Commerce (“CIBC”) and the report of independent registered public accounting firm (PCAOB ID: 1263) to shareholders with respect to the report on financial statements related to the consolidated balance sheets as at October 31, 2022 and 2021, and the consolidated statements of income, comprehensive income, changes in equity and cash flows for the years then ended and the report of independent registered public accounting firm (PCAOB ID: 1263) on internal control over financial reporting under standards of the Public Company Accounting Oversight Board (United States) as of October 31, 2022 from pages 113-115 of the 2022 Annual Report of CIBC |
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| B.3(c) | | Management’s discussion and analysis excerpted from pages 1-107 of CIBC’s 2022 Annual Report |
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| B.3(d) | | Other Pages of CIBC’s 2022 Annual Report incorporated in Annual Information Form |
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| B.6(a)(1) | | Certifications required by Rule 13a-14(a) |
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| B.6(a)(2) | | Certifications required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code |
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| D.9 | | Consent of Independent Registered Public Accounting Firm |
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| 101 | | Interactive Data File (formatted as Inline XBRL) |
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| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101 |
