Change, Operations, Technology and Human Resources Committee (COTHRC) Mandate I. PURPOSE The primary function of the Change, Operations, Technology and Human Resources Committee (the Committee ) is to assist the Board of Directors in fulfilling its governance and supervisory responsibilities for strategic oversight of FirstCaribbean International Bank Limited s ( CIBC FirstCaribbean ) change initiatives, information technology and security effectiveness, and their alignment with CIBC FirstCaribbean s strategy of consistent, sustainable performance, as well as control matters. The Human Resources Sub-Committee (the Sub-Committee ) was established for the purpose of and is responsible for assisting the Board of Directors in fulfilling its governance and supervisory responsibilities for strategic oversight of CIBC FirstCaribbean s human capital, including organization effectiveness, succession planning and compensation and their alignment with CIBC FirstCaribbean s strategy of consistent, sustainable performance, it s risk appetite and risk and control governance framework. The following legal entities together form the CIBC FirstCaribbean Group : a) FirstCaribbean International Bank Limited; b) FirstCaribbean International Bank (Barbados) Limited; c) FirstCaribbean International Trust & Merchant Bank (Barbados) Limited; d) FirstCaribbean International Wealth Management Bank (Barbados) Limited; e) FirstCaribbean International Bank (Bahamas) Limited; f) FirstCaribbean International Bank (Cayman) Limited; g) FirstCaribbean International Bank (Jamaica) Limited; h) FirstCaribbean International Bank (Trinidad & Tobago) Limited; and i) FirstCaribbean International Bank (Curacao) NV; j) CIBC Bank & Trust Company (Cayman) Limited; k) CIBC Trust Company (Bahamas) Limited II. MEMBERSHIP ORGANIZATION and Meetings 1. General The organization of the Committee and the Sub-Committee, including the number of Committee and Sub-Committee meetings, residency requirements, quorum requirements, meeting procedures and notices of meetings are as established by the by-laws of CIBC FirstCaribbean. 2. Committee Composition - The Committee shall consist of not less than three or more than nine directors chosen from CIBC FirstCaribbean s Board and the Boards of the CIBC FirstCaribbean Group. All directors physically present at time of a Committee meeting are invited to attend and participate in Committee meetings but only members of the Committee are allowed to vote on any resolution placed before the Committee. At the invitation of the Committee, members of CIBC FirstCaribbean and CIBC FirstCaribbean Group management and others may attend Committee meetings, as the Committee considers necessary or desirable.
3. Sub-Committee Composition The Sub-Committee shall consist of not less than three members of the Board. The following officers may not be a member of the Sub-Committee: Chief Executive Officer or any other management level employee of CIBC FirstCaribbean. At the discretion of the Chair of the Sub-Committee, all directors, members of CIBC FirstCaribbean s management and others, physically present at time of a Sub-Committee meeting, may be invited to attend in person and participate in Sub-Committee meetings, or portions of Sub-Committee meetings as the Sub-Committee considers necessary or desirable. Only members of the Sub-Committee are allowed to vote on any resolution placed before the Sub-Committee. 4. Appointment and Removal of Committee and Sub-Committee Members Each member of the Committee shall be appointed by the Board on an annual basis and shall serve at the pleasure of the Board, or until the earlier of (a) the close of the next annual meeting of shareholders of CIBC FirstCaribbean at which time the member's term of office expires, (b) the death of the member or (c) the resignation, disqualification or removal of the member from the Committee, Sub-Committee or from the Board. The Board may fill a casual vacancy in the membership of the Committee or Sub-Committee. Each member of the Sub-Committee shall be appointed by the Committee on the terms and for periods the Chair of the Committee from time to time determines appropriate. 5. Chair At the time of the annual appointment of the members of the Committee, the Board shall appoint a Chair of the Committee. The Chair (or, in the absence of the Chair, the Chair s alternate) shall: a) be an officer of Canadian Imperial Bank of Commerce ( CIBC ); b) be a member of the Committee; c) preside over all Committee and Sub-Committee meetings; d) coordinate the Committee's and Sub-Committee s compliance with this mandate; e) work with management to develop the Committee's and Sub- Committee s meeting agendas and annual work-plan; f) provide reports of the Committee to the Board; and g) The Chair may vote on any matter requiring a vote and shall provide a second vote in the case of a tied vote. 6. Secretary and Minutes The Corporate Secretary, his or her designate or any other person the Committee or Sub-Committee requests, shall act as secretary of the Committee or Sub-Committee meetings. Minutes of the Committee meetings shall be recorded at each meeting, maintained in Barbados and subsequently presented to the Committee for approval. Meetings of the Sub-Committee shall be recorded at each meeting, maintained in Barbados and subsequently presented to the Sub- Committee for approval. 7. Meeting attendance and preparation All Board meetings must be held in the region. Committee meetings and Sub-Committee meetings shall be coordinated with meetings of the Board and will be held in the same territory as the Board meetings. All other meetings of the Committee must
be held in Barbados. Members of the Committee are expected to attend meetings of the Committee and to review related meeting materials in advance. Members of the Sub-Committee are expected to attend meetings of the Sub-Committee, and to review related meeting materials in advance. A member of the Committee may nominate an alternate to attend and vote in their place at any Committee meeting. A member of the Sub-Committee may nominate an alternate to attend and vote in their place at any Sub- Committee meeting. An alternate must be a member of the Board who qualifies as a member of the respective Committee or Sub-Committee and serves at the request of the Chair of the Committee. 8. Quorum A majority of members of the Committee shall constitute a quorum for the Committee provided that a majority of the Committee members present shall be non-residents of Canada. A majority of members of the Sub-Committee shall constitute a quorum for the Sub-Committee provided that a majority of the Sub-Committee members present shall be non-residents of Canada. If a quorum cannot be obtained for a meeting, members of the Board who would qualify as members of the Committee or who would qualify as members of the Sub-Committee, may at the request of the Chair of the Committee, serve as members of the respective Committee or Sub- Committee for that meeting. 9. Access to Management and Outside Advisors The Committee and Sub- Committee shall have unrestricted access to management and employees of the CIBC FirstCaribbean Group. The Committee and Sub-Committee shall have the authority to retain and terminate external legal counsel, consultants or other advisors to assist it in fulfilling its responsibilities and to set and pay the compensation of these advisors without consulting or obtaining the approval of the Board or any officer of CIBC FirstCaribbean. CIBC FirstCaribbean shall provide appropriate funding, as determined by the Committee and Sub-Committee for the services of these advisors. 10. Meetings Without Management The Committee and Sub-Committee shall hold unscheduled or regularly scheduled meetings or portions of regularly scheduled meetings, at which management is not present. 11. Access to Other Committees The Chair or any member of the Committee or Sub-Committee may request the input of another CIBC FirstCaribbean Board committee member on any accountability or responsibility set out in this mandate. 12. Assessment of Regulatory Compliance The Committee and the Sub- Committee shall review management s assessment of compliance with laws and regulations as they pertain to responsibilities under this mandate, report any material findings to the Board and recommend changes it considers
appropriate. III. COMMITTEE ACCOUNTABILITIES AND RESPONSIBILITIES The Committee shall have the accountabilities and responsibilities set out below as well as any other matters that are specifically delegated to the Committee by the Board. In addition to these accountabilities and responsibilities, the Committee shall perform the duties required of the Committee by all applicable laws and regulatory requirements across the region in the territories in which CIBC FirstCaribbean operates, including the binding requirements of the stock exchanges on which the securities of CIBC FirstCaribbean are listed. 1. Capital Expenditure and Change Program The Committee will review the progress and governance of change programs against approved budgets and deliverables, and will raise issues to the Board as required. The Committee will review the performance of operations and technology functions, and the management of information security. The Committee shall also approve and recommend to the Board the capital expenditure plan for each year, after having first prioritized, and then approved, all feasibility studies and business plans for all material capital, technology, change and other projects, including the opening and closing of branches or other bank premises, the acquisition of real property, the implementation of, or material changes to, any bank wide software platform, and any other initiatives that may be presented to the Committee by management from time to time. 2. Material Business Change or Expansion a) Change in Nature of Business The Committee will review and approve or confirm, if advisable, any material change to the nature or scope of the business of any member of CIBC FirstCaribbean Group, including any decision to enter into a significantly different business or product line or to exit a current business or product line. b) Expansion outside of Caribbean Region The Committee will review and approve or confirm, if advisable, any expansion of operations of any member of CIBC FirstCaribbean Group outside of the Exclusive Area, which includes the Bahamas, the Cayman Islands, Turks & Caicos Islands, Anguilla, Antigua, British Virgin Islands, Barbados, Belize, Curacao, Dominica, Grenada, Jamaica, Montserrat, St. Kitts & Nevis, St. Lucia, St. Vincent & the Grenadines, the Netherlands Antilles and Trinidad & Tobago. c) Change Management The Committee shall review CIBC FirstCaribbean Group s risk assessment processes relative to new strategies, products or services. IV. SUB-COMMITTEE ACCOUNTABILITIES AND RESPONSIBILITIES The Sub-Committee shall have the accountabilities and responsibilities set out below as well as any other matters that are specifically delegated to the Sub- Committee by the Board or by the Committee. In addition to these accountabilities and responsibilities, the Sub-Committee shall perform the
duties required of a human resources and pension committee by all applicable laws and regulatory requirements across the region in the territories in which CIBC FirstCaribbean operates, including the binding requirements of the stock exchanges on which the securities of CIBC FirstCaribbean are listed. 1. 2. Chief Executive Officer Employment Arrangements, Performance, Compensation, and Succession a) Employment Arrangements The Sub-Committee shall review, and, if advisable, approve any arrangement with the Chief Executive Officer relating to employment terms, multi-jurisdictional employment arrangements, termination, severance, change in control or any similar arrangements. In undertaking this review, the Sub-Committee shall take into account the overall structure, costs and general implications of these arrangements. b) Performance Goals At least annually, the Sub-Committee shall review and, if advisable, approve and recommend for Board approval strategic, annual business and individual performance goals for the Chief Executive Officer. c) Performance Evaluation At least annually, the Sub-Committee shall assess the individual performance of the Chief Executive Officer in relation to their strategic, annual business and individual performance goals, including financial performance, control matters, customer satisfaction and employee satisfaction. d) Compensation At least annually, the Sub-Committee shall review, and, if advisable, approve compensation for the Chief Executive Officer. The compensation recommendations shall be based on the performance assessments conducted pursuant to subsection 4.I.c) of this mandate, as well as other factors and criteria, as may be determined by the Sub- Committee from time to time. e) Succession At least annually, the Sub-Committee shall review, and if advisable, approve and recommend for approval by the nonmanagement members of the Board, a succession and emergency preparedness planning process for the Chief Executive Officer. The Sub- Committee may recommend for Board approval the removal of the Chief Executive Officer for any reason the Sub-Committee considers appropriate. Upon the vacancy of the Chief Executive Officer position, the Sub-Committee will make a replacement recommendation to the Board based on the succession planning process. Employment Arrangements, Performance, Compensation and Succession a) Organization Structure At least annually, the Sub-Committee shall review the FirstCaribbean Senior Management organization structure. Senior Management includes the following: i. Chief Executive Officer, Chief Financial Officer, General Counsel and Corporate Secretary, Managing Director (Technology, Operations and Corporate Services), Managing Director (Wholesale Banking), Managing Director (Retail, Business and International Banking), Managing Director (Private Wealth Management), Managing Director (Human Resources), Managing Director (Customer Relationship Management & Strategy), Chief
Risk and Administrative Officer (CR&AO) (the FirstCaribbean Officers ); ii. Other FirstCaribbean officers at the Managing Director/Vice President equivalent level and above; iii. General Counsel, Chief Internal Auditor and Managing Director, Operational Risk and Governance; iv. All management level employees reporting directly to the Chief Executive Officer; and v. Any other roles the Sub-Committee may determine. b) Organization Change - The Sub-Committee shall review, and if advisable, approve the creation of any new roles, or material changes to role responsibility or reporting lines, of Senior Management provided the Audit & Governance Committee shall review and approve any such change that impacts controls or the independence of key control functions such as internal audit, finance, legal, compliance and risk management. c) Senior Management Appointments and Employment Arrangements The Sub-Committee shall review, and if advisable, approve any arrangement relating to Senior Management appointments including: i. the permanent transfer and appointment of CIBC officers and/or employees into Senior Management roles under the terms and conditions of CIBC s policies, practices and processes for permanent international transfers as may be amended by CIBC from time to time, ii. the hiring, fixed-term employment and appointment of CIBC officers and/or employees, previously employed in Canada immediately prior to their employment with CIBC FirstCaribbean, as a CIBC FirstCaribbean Officer under CIBC FirstCaribbean s fixed term international hire policies, programs, practices and processes that may be in place and as amended from time to time. In undertaking these reviews the Sub-Committee shall review all employment terms, multi-jurisdictional employment and compensation arrangements, termination, severance, change in control, or any other employment related arrangement and shall take into account the overall structure, costs and general implications of these arrangements. d) Performance Goals and Performance Evaluation At least annually, the Sub-Committee shall review annual business performance goals for CIBC FirstCaribbean and its key businesses, including financial performance, control matters including the execution of CIBC FirstCaribbean s risk appetite, customer satisfaction goals, employee satisfaction goals and individual performance goals of CIBC FirstCaribbean Senior Management and any other role the Sub- Committee may determine, and shall review the performance of these officers in relation to their performance goals.
e) Senior Management Compensation and Employment Arrangements At least annually, the Sub-Committee shall review and, if advisable, approve the compensation and other employment arrangements of Senior Management, excluding CIBC Assignees. The annual compensation recommendations shall be based on the performance review conducted pursuant to subsection 4. II. d) of this mandate, as well as other factors and criteria, as may be determined by the Sub- Committee from time to time. f) CIBC Assignees Employment Arrangements - The Sub-Committee shall review, and, if advisable approve the use of temporary CIBC assignees into Senior Management roles, excluding CIBC FirstCaribbean Officer roles. All CIBC assignments will be managed under the terms and conditions of CIBC policies, practices and processes for international assignments as may be amended by CIBC from time to time. g) CIBC Assignees Performance and Compensation Arrangements At least annually, the Sub-Committee shall review individual performance goals of CIBC assignees in Senior Management roles. The Sub-Committee shall review the performance of these officers in relation to their performance goals and the performance assessment of their CIBC FirstCaribbean manager, and make recommendations to CIBC for approval of compensation based on performance. h) Compensation Reviews At least annually, the Sub-Committee will meet with the Finance, Risk & Conduct Review Committee to review any current and future risks that should impact compensation decisions of the Sub-Committee. When the Sub-Committee reviews annual compensation recommendations, it shall review the appropriateness of compensation relative to actual business performance and business risks undertaken by reviewing: 1) a report from the Chief Financial Officer on sustainability of earnings; 2) a report from the Chief Credit Risk Officer on any current and future risks that should impact compensation decisions; 3) a report on compliance with governance, control and policy requirements; and 4) vendor reports on customer and employee satisfaction results. The Sub-Committee shall then review and, if advisable, approve and recommend for Board approval aggregate annual incentive compensation allocations for each business unit and infrastructure group. The Sub-Committee shall review a report from management verifying the actual annual incentive compensation expense. This review shall be conducted at the next regularly scheduled Sub-Committee meeting immediately following any grant of annual incentive compensation. In addition, the Sub-Committee shall review and, if advisable, approve compensation for any individual whose total direct compensation is above a certain materiality threshold, as defined by the Sub-Committee, or whose compensation exceeds approved compensation policies and guidelines. In approving compensation for these individuals, the Sub-
Committee shall review financial performance, business risks, control matters, as well as other factors and criteria, as may be determined by the Sub-Committee. i) Severance The Sub-Committee shall review any individual severance arrangements for Senior Management and shall review and, if advisable, approve all individual severance arrangements. 3. 4. j) Succession Planning and Executive Development At least annually the Sub-Committee shall review and, if advisable, approve a succession and emergency preparedness plan for CIBC FirstCaribbean Senior Management, (excluding management level employees reporting directly to the Chief Executive Officer), and any other role the Sub-Committee may determine. At least annually, the Chief Executive Officer shall present a formal updated succession plan in respect of these positions for approval by the Sub-Committee. The Sub-Committee shall review the succession candidates for the balance of key management positions, and review progress against any corresponding development plans to address succession gaps. Upon the vacancy of any of these roles the Sub-Committee, may approve a replacement based on the succession plan. Compensation Philosophy, and Plans, including Incentive Compensation Plans a) Compensation Principles, Philosophy, Methodology and Governance At least annually, the Sub-Committee shall review and, if advisable, approve CIBC FirstCaribbean s compensation principles, philosophy, methodology and governance practices. b) Compensation Plans The Sub-Committee shall review and, if advisable, approve any new Compensation Plans, and any amendments to existing compensation plans that are material in nature. In reviewing any new or amended plans, the Sub-Committee must review a report containing management s assessment by CIBC FirstCaribbean s control functions of compliance with regulatory requirements, and CIBC FirstCaribbean s risk management, governance, control and policy requirements. CIBC FirstCaribbean Pension Funds and Pension Plans a) Plan Oversight The Sub-Committee, at least annually, shall review the performance, including the funded status, investment performance, material risks of the plans, and the governance structures relating to CIBC FirstCaribbean s pension plans and shall, if advisable, approve changes to the governance of such plans, other than governance changes relating to the role of the Sub-Committee. b) Plan Design The Sub-Committee shall review and, if advisable, approve any material amendments to CIBC FirstCaribbean s pension plans, including design changes, mergers, bulk transfer out of assets to other pension plans, admission of associated companies to participate in the plans, terminations or wind-ups affecting existing plans, and shall review and approve any new pension plans.
5. 6. 7. 8. Benefit Plans The Sub-Committee shall review and, if advisable, approve any new plans or material amendments to CIBC FirstCaribbean s non-pension benefit plans. Human Resources Philosophy, and Principles The Sub-Committee shall review and, if advisable, approve any changes in Human Resources philosophy or principles. Training and Staff Development Principles At least annually, the Sub-Committee shall review and, if advisable, approve CIBC FirstCaribbean s training and development principles. The Sub- Committee shall oversee the development and implementation of these training and development principles. Employee Relations At least annually, the Sub-Committee shall review significant matters relating to employee relations, including collective representation through trade union recognition. V. REPORTING TO THE BOARD The Chair shall report to the Board at a meeting of the Board on material matters arising at Committee and Sub-Committee meetings and, where applicable, shall present the Committee s and Sub-Committee s recommendations to the Board for its approval. VI. VII. COMMITTEE AND SUB-COMMITTEE PERFORMANCE REVIEW At least annually, the Committee shall evaluate and review the performance of the Committee and the Sub-Committee, each of its members and the adequacy of this mandate. This review will be undertaken in consultation with the Audit & Governance Committee of the Board. CURRENCY OF THE COMMITTEE MANDATE This mandate was last revised and approved by the Board on September 8, 2016.