Our board oversees our business
Our Board of Directors provides stewardship, including direction-setting and general oversight of our management and operations. Its members have sophisticated expertise and a range of perspectives. The board approves the bank’s overall strategy and makes decisions based on
BMO’s values, emphasizing long-term performance over short-term gain.
The board operates independently of management
The Chairman of the Board and our directors, other than the Chief Executive Officer, operate independently of management. Board meetings include time for the independent directors to meet without management or non-independent directors present.
Our focus on diversity reflects our values
The board has adopted a written Board Diversity Policy to facilitate more effective governance. In so doing, the board positions itself to be made up of highly-qualified directors whose diverse backgrounds reflect the changing demographics of the markets in which we operate, the talent available with the expertise required, and the bank’s evolving customer and employee base. The Board Diversity
Policy includes the goal that each gender comprise at least one-third of the independent directors. A diverse board helps us make better decisions.
In addition, the board oversees the development of the next generation of leaders at BMO, ensuring the bank has a solid, diverse team of executives to keep BMO strong and growing in the years to come.
We compensate our directors and executives in ways that encourage good decisions
Our model for compensating directors and executives follows best practices for good governance. We use a pay-for-performance model for executives that includes clawbacks and discourages unreasonable risk-taking.
Directors and executives must own shares, in order to align their interests with those of other shareholders. We do not allow directors and employees to hedge their investments in our shares, securities or related financial instruments.
We maintain a strong focus on ethical conduct
BMO’s Code of Conduct is approved by the board and is rooted in our values of integrity, empathy, diversity and responsibility. Every year, all directors and employees are required to confirm that they have read, understood, complied with and will continue to comply with the code.
The Chief Ethics Officer is responsible for ensuring that awareness and understanding of ethical business principles are embedded in all aspects of our business, and reports on the state of ethical conduct across our organization to the
Audit and Conduct Review Committee of the board.
Our ethical culture is supported by an environment where concerns can be raised without fear of retaliation. We provide various means for raising concerns, including the ability to report them on an anonymous basis. All reports are investigated, and breaches of the code are dealt with swiftly and decisively.
Our board and management stay connected with our shareholders
We engage and inform our shareholders through our annual meeting of shareholders, annual report, management proxy circular, annual information form, sustainability report, corporate responsibility report, quarterly reports, news releases, earnings conference calls, industry conferences and other meetings. Our website provides extensive information about the board, its mandate, the board committees and their charters, and our directors.
20 BMO Financial Group 198th Annual Report 2015
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To promote alignment of our strategic goals across all our businesses, each director sits on at least one board committee and the Chief Executive
Officer is invited to all committee meetings. We review the membership of all committees annually. www.bmo.com/corporategovernance
Janice M. Babiak Sophie Brochu George A. Cope William A. Downe Christine A. Edwards Dr. Martin S. Eichenbaum
Ronald H. Farmer Eric R. La Flèche
Janice M. Babiak
Former Managing Partner,
Ernst & Young
Board/Committees: Audit and
Conduct Review, Risk Review,
The Pension Fund Society of the Bank of Montreal
Other public boards: Experian PLC,
Walgreens Co.
Director since: 2012
Sophie Brochu
President and Chief Executive Officer,
Gaz Métro
Board/Committees: Audit and
Conduct Review
Other public boards: BCE Inc.
Director since: 2011
George A. Cope
President and Chief Executive Officer,
Bell Canada and BCE Inc.
Board/Committees: Governance and Nominating, Human Resources
Other public boards: BCE Inc.
Director since: 2006
Lorraine Mitchelmore
William A. Downe
Chief Executive Officer,
BMO Financial Group
Board/Committees: Attends all committee meetings as an invitee
Other public boards:
ManpowerGroup
Director since: 2007
Christine A. Edwards
Capital Partner, Winston & Strawn
Board/Committees: Governance and Nominating (Chair),
Human Resources, Risk Review,
The Pension Fund Society of the Bank of Montreal (Chair)
Director since: 2010
Dr. Martin S. Eichenbaum
Charles Moskos Professor of
Economics, Northwestern University
Board/Committees: Audit and
Conduct Review, Risk Review
Director since: 2015
Philip S. Orsino J. Robert S. Prichard Don M. Wilson III
Ronald H. Farmer
Managing Director,
Mosaic Capital Partners
Board/Committees: Audit and Conduct Review, Governance and
Nominating, Human Resources (Chair)
Other public boards: Valeant
Pharmaceuticals International Inc.
Director since: 2003
Eric R. La Flèche
President and Chief
Executive Officer, Metro Inc.
Board/Committees:
Risk Review
Other public boards:
Metro Inc.
Director since: 2012
Lorraine Mitchelmore
President and Country Chair,
Shell Canada Limited and Executive
Vice President, Heavy Oil for
Upstream Americas
Director since: 2015
Philip S. Orsino, O.C., F.C.P.A., F.C.A.
President and Chief Executive Officer,
Brightwaters Strategic Solutions, Inc.
Board/Committees: Audit and
Conduct Review (Chair), Governance and Nominating
Director since: 1999
J. Robert S. Prichard, O.C., O.Ont.
Chairman of the Board, BMO Financial
Group, and Chair of Torys LLP
Board/Committees: Governance and Nominating, Human Resources,
Risk Review, The Pension Fund
Society of the Bank of Montreal
Other public boards: George Weston
Limited, Onex Corporation
Director since: 2000
Don M. Wilson III
Corporate Director
Board/Committees: Governance and Nominating, Human Resources,
Risk Review (Chair), The Pension Fund
Society of the Bank of Montreal
Director since: 2008
1 As at October 31, 2015.
Robert M. Astley, Waterloo, ON
Stephen E. Bachand, Ponte Vedra Beach, FL, USA
Ralph M. Barford, Toronto, ON
Matthew W. Barrett, O.C., LL.D., Oakville, ON
David R. Beatty, O.B.E., Toronto, ON
Peter J.G. Bentley, O.C., O.B.C., LL.D., Vancouver, BC
Robert Chevrier, F.C.A., Montreal, QC
Tony Comper, C.M., LL.D., Toronto, ON
C. William Daniel, O.C., LL.D., Toronto, ON
A. John Ellis, O.C., LL.D., O.R.S., Vancouver, BC
John F. Fraser, O.C., LL.D., O.R.S., Winnipeg, MB
David A. Galloway, Toronto, ON
Richard M. Ivey, C.C., Q.C., Toronto, ON
Betty Kennedy, O.C., LL.D., Campbellville, ON
Harold N. Kvisle, Calgary, AB
Eva Lee Kwok, Vancouver, BC
J. Blair MacAulay, Oakville, ON
Ronald N. Mannix, O.C., Calgary, AB
Robert H. McKercher, Q.C., Saskatoon, SK
Bruce H. Mitchell, Toronto, ON
Eric H. Molson, Montreal, QC
Jerry E.A. Nickerson, North Sydney, NS
Dr. Martha C. Piper, O.C., O.B.C., FRSC, Vancouver, BC
Jeremy H. Reitman, Montreal, QC
Lucien G. Rolland, O.C., Montreal, QC
Guylaine Saucier, F.C.P.A., F.C.A., C.M., Montreal, QC
Nancy C. Southern, Calgary, AB
BMO Financial Group 198th Annual Report 2015 21