Doing what is right
BMO is committed to doing what is right. By conducting our business honestly and transparently, acting in accordance with our framework for sound corporate governance and our code of ethical conduct, we best serve the interests of our many stakeholders – and our business.
FOR MORE INFORMATION
Additional information about corporate governance at BMO is posted on our web site at www.bmo.com/corporategovernance.
Notice of Annual Meeting of Shareholders
Shareholders are invited to attend our annual meeting on March 3, 2009, in St. John’s, Newfoundland and Labrador, or view a webcast of the event. Details of the webcast are available on our web site at www.bmo.com/corporategovernance.
Corporate Governance
Our web site contains information on our corporate governance practices, including FirstPrinciples (our code of conduct), our Code of Ethics for the CEO and Senior Financial Officers, our Director Independence Standards and the Board and Committee Charters.
Proxy Circular
BMO’s annual proxy circular contains information on each of the directors, Board committee reports and a discussion of our corporate governance practices.
BMO Corporate Responsibility Report and Public Accountability Statement
This annual report documents our corporate citizenship activities throughout the year. The 2008 report will be released in February 2009.
New York Stock Exchange Governance Requirements
Our web site provides a summary of the significant ways in which our corporate governance practices differ from the corporate governance practices required to be followed by U.S. domestic companies under New York Stock Exchange Listing Standards.
Each of the documents referred to above is available in print to any shareholder upon request.
Board of Directors
Bank of Montreal’s Board of Directors is responsible for the supervision and oversight of the management of our company, with the objective of enhancing shareholder value. This mandate can best be achieved by upholding high standards of corporate governance, which reflect not only all applicable legal and regulatory requirements, but also emerging best practices.
FirstPrinciples
FirstPrinciples, our code of business conduct and ethics, is the foundation of our governance framework and reflects our commitment to doing what is fair, right and legal. All BMO directors and employees must abide by the code. Each year, our Corporate Compliance department conducts a rigorous review of FirstPrinciples, benchmarking our code against best practices within the global financial industry and the regulatory environment, and presents its findings to the Board for review, action and approval. All BMO employees are required annually to read FirstPrinciples and answer a series of questions designed to ensure that they understand its requirements – and are observing them. We also make sure that our major suppliers are aware of our code.
Compliance Culture
Sound corporate governance involves rigorous oversight of regulatory compliance. Complying with applicable laws, rules and regulations wherever we operate is a key part of doing what is right. BMO’s Chief Compliance Officer independently oversees the operation of an effective compliance framework. This positions us to satisfy regulatory requirements and respond to emerging compliance risks on a timely basis worldwide. The Audit Committee receives regular reports from the Chief Compliance Officer on issues and trends affecting our compliance framework.
Whistleblowers
We encourage any BMO employee who has concerns relating to a breach or potential breach of FirstPrinciples, or any laws, regulations or BMO policy, to immediately report the concern, confidentially and anonymously, to any of the persons (including BMO’s General Counsel, Chief Compliance Officer or Ombudsman) or departments listed on our FirstPrinciples web site. The Chair of the Audit Committee is notified of all concerns relating to accounting or auditing matters and then determines any next steps. The Board believes that by providing a forum for employees and officers to raise concerns about ethical conduct, and by then treating all complaints with the appropriate level of seriousness, we foster a culture of ethical conduct and responsibility.
For the sixth consecutive year, BMO Financial Group was recognized for its leadership in corporate social responsibility, ranked by Corporate Knights as one of the Best 50 Corporate Citizens.
BMO’s corporate governance structure:
Anti-Money Laundering
BMO’s Anti-Money Laundering and Anti-Terrorist Financing Policy helps safeguard the integrity of the international banking system. BMO will not knowingly do business with individuals, entities or governments attempting to turn “dirty” money into “clean” money. Nor will we knowingly conduct any type of business transaction relating to property owned or controlled by, or on behalf of, a terrorist group. In 2008, the Canadian government revised its anti-money laundering and anti-terrorist financing regulations in order to bring Canada’s regulatory regime into line with new international standards. In the United States, regulatory authorities have stepped up their oversight of anti-money laundering and anti-terrorist financing provisions. We are assigning resources to meet the increased expectations of regulators, particularly in Canada and the United States, with respect to anti-money laundering and anti-terrorist financing.
Board Committees
| COMMITTEE | MEMBERS | RESPONSIBILITIES |
|---|---|---|
| Audit Committee |
Philip S. Orsino (Chair) |
Oversees the integrity of our financial reporting, internal controls, disclosure controls and internal audit function. Also oversees our compliance with legal and regulatory requirements and auditor independence requirements. Monitors transactions involving related parties, conflicts of interest, the use and disclosure of confidential and personal information, and standards of business conduct. |
| Governance and Nominating Committee |
J. Robert S. Prichard (Chair) |
Develops, reviews and assesses corporate governance principles and systems on an ongoing basis. Responsible for director succession, orientation and compensation. |
| Human Resources and Management Compensation Committee |
Robert M. Astley (Chair) |
Assists the Board in its oversight of human resources strategies, executive compensation, senior executive performance assessments and management succession. |
| Risk Review Committee |
Bruce H. Mitchell (Chair) |
Oversees the identification, documentation, measurement and management of significant risks. Monitors compliance with risk-related regulatory requirements and with internal risk management policies and procedures. |
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