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CIBC Mellon

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CIBC Mellon

CIBC Mellon
Type Joint Venture
Industry Financial Services
Founded Toronto, Ontario, Canada (1996 (1996))
Headquarters Toronto, Ontario, Canada
Number of locations 6 Offices (2009)
Area served Canada
Key people Thomas S. Monahan, President and CEO
Vincent V. Sands, Chairman[1]
Services Asset Servicing
Owners 50% CIBC; 50% BNY Mellon
Employees 1,000
Divisions CIBC Mellon Trust Company (CMTC) and CIBC Mellon Global Securities Services Company (CMGSS)
Website CIBCMellon.com
Footnotes / references
Note that CMTC and CMGSS are in fact Sister companies to each other, but operate seamlessly

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 Securities 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.[2]

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).[3]

Offices

CIBC Mellon's head office is in Toronto at 320 Bay Street in the historic Canada Permanent Trust Building. 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 Canada:

History

CIBC Mellon was founded in 1996 after CIBC joined with Mellon Financial Corporation in a 50-50 joint venture named CIBC Mellon Global Securities Services (CMGSS).[4] 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).[5] CIBC Mellon acquired the Pension and Institutional Trust businesses from Canada Trust in 1997[6] and the global custody business from the Bank of Montreal in 1999.[7] In 2002 CIBC Mellon acquired, from TD Financial Group, their third party investment fund custody business.[8]

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 Limited in 2005.[9][10]

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.[11]

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.[12]

Structure

CIBC Mellon is a 50-50 joint venture between CIBC and BNY Mellon. CIBC Mellon operates independently from both of its "owners".

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.

Executive Management Team

The current Executive Management Team (as of March 2012) comprises the following:[13]

  • Thomas S. Monahan, President and Chief Executive Officer
  • Jerry Beniuk, Head of Strategic Integration
  • David Colajezzi, Vice President, Head of Internal Audit
  • Rob Ferguson, Senior Vice President, Capital Markets and Product Delivery
  • Kelly Hastings, Vice President, Chief Risk Officer
  • Mark R. Hemingway, Senior Vice President, Corporate Development, Governance and General Counsel
  • Claire Johnson, Senior Vice President, Chief Financial Officer
  • David S. Linds, Senior Vice President, Business Development and Relationship Management
  • Sue Simone, Senior Vice President, Human Resources and Corporate Communications

Past Presidents and CEO's

Board of Directors

The current Board of Directors (as of September, 2013) comprises the following:

  • Vincent V. Sands, Chairman, CIBC Mellon Boards of Directors, and Deputy CEO, Asset Servicing, BNY Mellon
  • David Arnold, Executive Vice President, Finance Shared Services, CIBC
  • Michael Boluch, Executive Vice President, CIBC Technology, CIBC
  • Harry K. Culham, Managing Director and Group Co-Head, Wholesale Banking, CIBC World Markets
  • John Ferren, Senior Vice President, Compensation & Benefits, CIBC
  • Jeffrey Graham, Partner, Borden Ladner Gervais LLP
  • Joseph F. Keenan, Managing Director, BNY Mellon
  • Thomas S. Monahan, President & CEO, CIBC Mellon[1] CMT Director only
  • James Slater, Executive Vice President, Global Collateral Services, BNY Mellon

The current Corporate Secretary is Elizabeth Earle.[14]

Chairmen

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.[15]

CMTC agreed to pay a civil monetary penalty of US$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.[14]

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.[16]

Related Party Transactions with Enron

In 2003, CIBC 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.[14]

References

  1. ^ a b CIBC Mellon Board of Directors
  2. ^ Van Hasselt, Caroline (16 February 2010). "Canada's BNY Trust to Buy CIBC Mellon's Corporate Trust Business: Sources". Wall Street Journal. Retrieved 16 February 2010. 
  3. ^ CIBC Mellon and Pacific Equity Partners Sign Agreement for Purchase of Issuer Services Business
  4. ^ New York Times, February 13, 1996
  5. ^ Pittsburgh Post-Gazette, June 4, 1997, pp. C8; Mellon Sells Half of Unit
  6. ^ Toronto Star, May 8, 1997, pp. D7; Canada Trust Plans Sale
  7. ^ Pittsburgh Post-Gazette, May 18, 1999, pp. F1; Also in Business
  8. ^ http://www.efinancialnews.com/homepage/content/570779/printerfriendly/
  9. ^ CIBC Mellon Global Securities acquires Pacific Corporate Trust Co
  10. ^ Computershare Acquires Pacific Corporate Trust Company
  11. ^ CIBC Mellon Press Release, October 8, 2009
  12. ^ Canadian Stock Transfer Company, Inc. Press Release, November 3, 2010
  13. ^ CIBC Mellon's Executive Management Team
  14. ^ a b c TA1 dated January 12, 2011
  15. ^ Toronto Star, February 17, 2005, p.D.4
  16. ^ Toronto Star, December 9, 2004, p. C.1
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