CIBC Mellon
Encyclopedia
CIBC Mellon was founded in 1996 as a joint venture
between the Canadian Imperial Bank of Commerce
(hereafter CIBC) and the Mellon Financial Corporation (now The Bank of New York Mellon) (hereafter Mellon) to offer asset servicing to institutional investors. While commonly known as CIBC Mellon, the company comprises two sister companies, CIBC Mellon Trust Company and CIBC Mellon Global Security Services Company (Compagnie Trust CIBC Mellon and Société de services de titres mondiaux CIBC Mellon in French respectively). Based in Toronto, Ontario CIBC Mellon offers asset servicing to corporate and institutional clients.
On 16 February 2010, the Wall Street Journal reported that BNY Trust Co. of Canada would be acquiring the corporate trust assets of CIBC Mellon.
On 28 July 2010 it was reported that Pacific Equity Partners
would acquire CIBC Mellon Trust Company's issuer services business (stock transfer and employee share purchase plan).
. CIBC Mellon holds the lease from the Ground to 12th Floor, and in 2002 restored the Banking Hall (which had been used by Canada Trust
) for their use.
There are satellite offices in Calgary
, Alberta
; Halifax, Nova Scotia
; London, Ontario
; Montreal
, Quebec
; and, Vancouver
, British Columbia
.
in 1997 and the global custody business from the Bank of Montreal
in 1999. In 2002 CIBC Mellon acquired, from TD Financial Group
, their third party investment fund custody business.
in 2005.
between CIBC and Mellon. CIBC Mellon operates independently from both of its "owners". CMGSS and CMTC have different fiscal years, three months apart, which coincide with their respective business lines. CMTC is from April–March and CMGSS is from January–December.
While both CMTC and CMGSS physically occupy the same space, and in essence operate as one company, each has a separate Board of Directors
which overlap the other. The Executive Management Team, however, has authority over both companies.
The current Corporate Secretary is Elizabeth Earle.
It was alleged by the SEC, in the subsequent investigation, that Mr Jiwan knew that the securities were not registered, but agreed to act as the transfer agent (in order to issue the stock certificates) in return for 820,000 Pay Pop shares. The SEC subsequently cited CIBC Mellon for acting as an unregistered broker and transfer agent, and for offering to sell unregistered securities in addition to alleging that the company was uncooperative in the investigation.
Alnoor Jiwan was subsequently terminated for cause from CIBC Mellon, following the companies discovery of the transactions, and simultaneously ceasing all dealings with Pay Pop Inc.
CMTC agreed to pay a civil monetary penalty of USD$5 million and disgorgement of $889,773 and prejudgment interest of $140,270.
CMTC was permanently enjoined from prescribed violations of Securities Act Section 5, Exchange Act Section 10(b) and Rule 10b-5, Exchange Act Section 15(a), Exchange Act Section 17A(c)(1), and from aiding and abetting future violations of Exchange Act Section 10(b) or Rule 10b-5.
Payment was made on March 4, 2005. CMTC also consented, without admitting or denying the SEC complaint's allegations, to the entry of an SEC administrative order based on the Final Judgment on March 2, 2005. Pursuant to the Order, CMTC was censured and agreed to an undertaking to engage an independent consultant to review its relevant businesses and procedures.
The disclosures were discovered when a temporary worker received a request for data through an email. The subsequent investigation, which included reviewing phone and email records, discovered that the employee had been disclosing information for years.
paid out $80-Million in charges for complicity with its involvement with Enron
. While the involvement was not related to CIBC Mellon, as CIBC is a majority stakeholder, it was required that it be reported on the TA-1 to the SEC.
Joint venture
A joint venture is a business agreement in which parties agree to develop, for a finite time, a new entity and new assets by contributing equity. They exercise control over the enterprise and consequently share revenues, expenses and assets...
between the Canadian Imperial Bank of Commerce
Canadian Imperial Bank of Commerce
The Canadian Imperial Bank of Commerce is one of Canada's chartered banks, fifth largest by deposits. The bank is headquartered at Commerce Court in Toronto, Ontario. CIBC's Institution Number is 010, and its SWIFT code is CIBCCATT....
(hereafter CIBC) and the Mellon Financial Corporation (now The Bank of New York Mellon) (hereafter Mellon) to offer asset servicing to institutional investors. While commonly known as CIBC Mellon, the company comprises two sister companies, CIBC Mellon Trust Company and CIBC Mellon Global Security Services Company (Compagnie Trust CIBC Mellon and Société de services de titres mondiaux CIBC Mellon in French respectively). Based in Toronto, Ontario CIBC Mellon offers asset servicing to corporate and institutional clients.
On 16 February 2010, the Wall Street Journal reported that BNY Trust Co. of Canada would be acquiring the corporate trust assets of CIBC Mellon.
On 28 July 2010 it was reported that Pacific Equity Partners
Pacific Equity Partners
Pacific Equity Partners is a private equity investment firm focusing on leveraged buyout and growth capital transactions primarily in Australia and New Zealand...
would acquire CIBC Mellon Trust Company's issuer services business (stock transfer and employee share purchase plan).
Offices
CIBC Mellon's head office is in Toronto at 320 Bay Street in the historic Canada Permanent Trust BuildingCanada Permanent Trust Building
Canada Permanent Trust Building in Toronto, Ontario, Canada is an Art Deco structure built between 1928 and 1930. It was designed by the architect Henry Sproatt. The 18 floor building is located at 320 Bay Street and was built by F...
. CIBC Mellon holds the lease from the Ground to 12th Floor, and in 2002 restored the Banking Hall (which had been used by Canada Trust
Canada Trust
CT Financial Services Inc. was a trust company that was founded in London, Ontario and later had its headquarters in Toronto, Ontario and operated in Canada through subsidiaries including Canada Trustco Mortgage Company and The Canada Trust Company...
) for their use.
There are satellite offices in Calgary
Calgary
Calgary is a city in the Province of Alberta, Canada. It is located in the south of the province, in an area of foothills and prairie, approximately east of the front ranges of the Canadian Rockies...
, Alberta
Alberta
Alberta is a province of Canada. It had an estimated population of 3.7 million in 2010 making it the most populous of Canada's three prairie provinces...
; Halifax, Nova Scotia
Nova Scotia
Nova Scotia is one of Canada's three Maritime provinces and is the most populous province in Atlantic Canada. The name of the province is Latin for "New Scotland," but "Nova Scotia" is the recognized, English-language name of the province. The provincial capital is Halifax. Nova Scotia is the...
; London, Ontario
London, Ontario
London is a city in Southwestern Ontario, Canada, situated along the Quebec City – Windsor Corridor. The city has a population of 352,395, and the metropolitan area has a population of 457,720, according to the 2006 Canadian census; the metro population in 2009 was estimated at 489,274. The city...
; Montreal
Montreal
Montreal is a city in Canada. It is the largest city in the province of Quebec, the second-largest city in Canada and the seventh largest in North America...
, Quebec
Quebec
Quebec or is a province in east-central Canada. It is the only Canadian province with a predominantly French-speaking population and the only one whose sole official language is French at the provincial level....
; and, Vancouver
Vancouver
Vancouver is a coastal seaport city on the mainland of British Columbia, Canada. It is the hub of Greater Vancouver, which, with over 2.3 million residents, is the third most populous metropolitan area in the country,...
, British Columbia
British Columbia
British Columbia is the westernmost of Canada's provinces and is known for its natural beauty, as reflected in its Latin motto, Splendor sine occasu . Its name was chosen by Queen Victoria in 1858...
.
History
CIBC Mellon was founded in 1996 after CIBC joined with Mellon Financial Corporation in a 50-50 joint venture named CIBC Mellon Global Security Services (CMGSS). The following year, 1997, CIBC purchased a 50% stake in The R-M Trust Company from Mellon, which would become CMGSS's sister company, CIBC Mellon Trust Company (CMTC). CIBC Mellon acquired the Pension and Institutional Trust businesses from Canada TrustCanada Trust
CT Financial Services Inc. was a trust company that was founded in London, Ontario and later had its headquarters in Toronto, Ontario and operated in Canada through subsidiaries including Canada Trustco Mortgage Company and The Canada Trust Company...
in 1997 and the global custody business from the Bank of Montreal
Bank of Montreal
The Bank of Montreal , , or BMO Financial Group, is the fourth largest bank in Canada by deposits. The Bank of Montreal was founded on June 23, 1817 by John Richardson and eight merchants in a rented house in Montreal, Quebec. On May 19, 1817 the Articles of Association were adopted, making it...
in 1999. In 2002 CIBC Mellon acquired, from TD Financial Group
Toronto-Dominion Bank
The Toronto-Dominion Bank , is the second-largest bank in Canada by market capitalization and based on assets. It is also the sixth largest bank in North America. Commonly known as TD and operating as TD Bank Group, the bank was created in 1955 through the merger of the Bank of Toronto and the...
, their third party investment fund custody business.
Pacific Corporate Trust Company
In 1998 it seemed that CIBC Mellon would be acquiring the Pacific Corporate Trust Company of Vancouver, British Columbia. That deal eventually fell through, and it was subsequently acquired by Computershare LimitedComputershare
Founded in Melbourne, Australia in 1978, Computershare Limited has grown to become the world's largest share registry business. It is a leading financial market services and technology provider, employing over 10,000 people, providing services in 20 countries and to more than 30,000 clients and...
in 2005.
Felcom Data Services Acquisition
On October 8, 2009, CIBC Mellon announced the acquisition of the unitholder recordkeeping and fund administration business of Felcom Data Services Inc., a wholly owned subsidiary of Jovian Capital Corporation, for a purchase price of approximately C$4.2 million. CIBC Mellon indicated that they would offer employment to the majority of employees involved in the business lines acquired.Sale of Issuer Services Business to Canadian Stock Transfer Company, Inc.
On November 1, 2010, CIBC Mellon sold its issuer services business (stock transfer and employee share purchase plans) to Canadian Stock Transfer Company, Inc.Structure
CIBC Mellon is a 50-50 joint ventureJoint venture
A joint venture is a business agreement in which parties agree to develop, for a finite time, a new entity and new assets by contributing equity. They exercise control over the enterprise and consequently share revenues, expenses and assets...
between CIBC and Mellon. CIBC Mellon operates independently from both of its "owners". CMGSS and CMTC have different fiscal years, three months apart, which coincide with their respective business lines. CMTC is from April–March and CMGSS is from January–December.
While both CMTC and CMGSS physically occupy the same space, and in essence operate as one company, each has a separate Board of Directors
Board of directors
A board of directors is a body of elected or appointed members who jointly oversee the activities of a company or organization. Other names include board of governors, board of managers, board of regents, board of trustees, and board of visitors...
which overlap the other. The Executive Management Team, however, has authority over both companies.
Executive Management Team
The current Executive Management Team (as of November 2011) comprises the following:- Thomas S. MonahanThomas S. MonahanThomas S. Monahan is the President and CEO of CIBC Mellon succeeding Thomas C. MacMillan. Mr. Monahan is a native of Montreal, Quebec and has a bachelor of commerce degree from McGill University....
, PresidentPresidentA president is a leader of an organization, company, trade union, university, or country.Etymologically, a president is one who presides, who sits in leadership...
and CEO - Rob Ferguson, Senior Vice President, Capital Markets
- Kelly Hastings, Vice PresidentVice presidentA vice president is an officer in government or business who is below a president in rank. The name comes from the Latin vice meaning 'in place of'. In some countries, the vice president is called the deputy president...
and Chief Risk OfficerChief risk officerThe chief risk officer or chief risk management officer of a corporation is the executive accountable for enabling the efficient and effective governance of significant risks, and related opportunities, to a business and its various segments. Risks are commonly categorized as strategic,... - Mark R. Hemingway, Senior Vice President, Corporate Development, Governance and General CounselGeneral CounselA general counsel is the chief lawyer of a legal department, usually in a corporation or government department. The term is most used in the United States...
- Claire Johnson, Head of Marketing and Product
- David S. Linds, Senior Vice President, Business Development and Relationship Management
- Brian M. Naish, Senior Vice President, Chief Financial OfficerChief financial officerThe chief financial officer or Chief financial and operating officer is a corporate officer primarily responsible for managing the financial risks of the corporation. This officer is also responsible for financial planning and record-keeping, as well as financial reporting to higher management...
- Helen S. Polatajko, Senior Vice President, Chief Information OfficerChief information officerChief information officer , or information technology director, is a job title commonly given to the most senior executive in an enterprise responsible for the information technology and computer systems that support enterprise goals...
- Robert M. Shier, Senior Vice President, Chief Operations Officer
- Sue Simone, Senior Vice President, Human ResourcesHuman resourcesHuman resources is a term used to describe the individuals who make up the workforce of an organization, although it is also applied in labor economics to, for example, business sectors or even whole nations...
Past Presidents and CEO's
- Douglas Nowers, 1996–1998
- Thomas C. MacMillanThomas C. MacMillanThomas Carey MacMillan was the longest serving President and CEO of CIBC Mellon, current Chairman , Canadian Regional Director for the Bank of New York Mellon Corporation, and a Canadian businessman.-Family:Thomas MacMillan was born to Dr Robert MacMillan and Eluned Carey Evans in Toronto...
, 1998–2009
Board of Directors
The current Board of Directors (as of January 12, 2011) comprises the following:- Thomas C. MacMillanThomas C. MacMillanThomas Carey MacMillan was the longest serving President and CEO of CIBC Mellon, current Chairman , Canadian Regional Director for the Bank of New York Mellon Corporation, and a Canadian businessman.-Family:Thomas MacMillan was born to Dr Robert MacMillan and Eluned Carey Evans in Toronto...
, Chairman, Canadian Regional Director, Bank of New York Mellon Corporation ("BNY Mellon") - David Arnold, Executive Vice President, Finance Shared Services, Canadian Imperial Bank of Commerce ("CIBC")
- Timonthy F. Keaney, Vice Chairman, CEO Asset Servicing, BNY Mellon
- Thomas S. MonahanThomas S. MonahanThomas S. Monahan is the President and CEO of CIBC Mellon succeeding Thomas C. MacMillan. Mr. Monahan is a native of Montreal, Quebec and has a bachelor of commerce degree from McGill University....
, President & CEO, CIBC Mellon CMT Director only - Edward P. H. Nash, Managing Director and Head, Strategic Merchant Banking and Corporate Development, CIBC World Markets
- James P. Palermo, Vice Chairman, BNY Mellon
- Vincent V. Sands, Executive Vice President, BNY Mellon
- Richard E. Venn, Senior Executive Vice-President and Advisor to the CEO’s Office, CIBC
- E. Jennifer Warren, Senior Vice President, General Counsel (Canada), CIBC
The current Corporate Secretary is Elizabeth Earle.
Securities Investigations
CIBC Mellon has been the subject of two securities investigations. The first, in 1998, involved the now defunct Pay Pop Inc. The second, in 2004, involved the disclosure of custodial information to an outside source.Pay Pop Inc.
In 1998, Alnoor Jiwan, a Manager in CIBC Mellon's Vancouver office, was approached by Pay Pop Inc. and asked whether CIBC Mellon could issue Pay Pop Inc. shares without the required disclaimer which stated that the securities were not registered with the SEC.It was alleged by the SEC, in the subsequent investigation, that Mr Jiwan knew that the securities were not registered, but agreed to act as the transfer agent (in order to issue the stock certificates) in return for 820,000 Pay Pop shares. The SEC subsequently cited CIBC Mellon for acting as an unregistered broker and transfer agent, and for offering to sell unregistered securities in addition to alleging that the company was uncooperative in the investigation.
Alnoor Jiwan was subsequently terminated for cause from CIBC Mellon, following the companies discovery of the transactions, and simultaneously ceasing all dealings with Pay Pop Inc.
CMTC agreed to pay a civil monetary penalty of USD$5 million and disgorgement of $889,773 and prejudgment interest of $140,270.
CMTC was permanently enjoined from prescribed violations of Securities Act Section 5, Exchange Act Section 10(b) and Rule 10b-5, Exchange Act Section 15(a), Exchange Act Section 17A(c)(1), and from aiding and abetting future violations of Exchange Act Section 10(b) or Rule 10b-5.
Payment was made on March 4, 2005. CMTC also consented, without admitting or denying the SEC complaint's allegations, to the entry of an SEC administrative order based on the Final Judgment on March 2, 2005. Pursuant to the Order, CMTC was censured and agreed to an undertaking to engage an independent consultant to review its relevant businesses and procedures.
Privacy Breach
In 2004, a long-term employee of CIBC Mellon was terminated, after it had been discovered that they had been disclosing institutional holdings in certain companies to unidentified parties in return for gifts. It was reported that the employee had received hockey and baseball tickets as well as up to $100 in cash for tips on big investors who owned specific stocks.The disclosures were discovered when a temporary worker received a request for data through an email. The subsequent investigation, which included reviewing phone and email records, discovered that the employee had been disclosing information for years.
Related Party Transactions RE: Enron
In 2003, CIBCCanadian Imperial Bank of Commerce
The Canadian Imperial Bank of Commerce is one of Canada's chartered banks, fifth largest by deposits. The bank is headquartered at Commerce Court in Toronto, Ontario. CIBC's Institution Number is 010, and its SWIFT code is CIBCCATT....
paid out $80-Million in charges for complicity with its involvement with Enron
Enron
Enron Corporation was an American energy, commodities, and services company based in Houston, Texas. Before its bankruptcy on December 2, 2001, Enron employed approximately 22,000 staff and was one of the world's leading electricity, natural gas, communications, and pulp and paper companies, with...
. While the involvement was not related to CIBC Mellon, as CIBC is a majority stakeholder, it was required that it be reported on the TA-1 to the SEC.