Bank of Montreal 1997 Annual Report Download - page 100

Bank of Montreal 180th Annual Report 199794
The Audit Committee reviews Bank finan-
cial statements before they are approved
by the Board. It monitors internal control
procedures and the Bank’s regulatory
compliance program, and reviews any
investments or transactions which could
adversely affect the Bank. In the discharge
of its duties, the committee meets regularly
with the shareholders’ auditors, represen-
tatives of the Office of the Superintendent
of Financial Institutions, the Bank’s Chief
Financial Officer, Chief Internal Auditor,
General Counsel and Vice-President, Cor-
porate Compliance. The Bank is required
by the Bank Act to have an Audit Commit-
tee consisting entirely of outside directors.
Members: J.H. Reitman (Chair),
P.J.G. Bentley, R.H. McKercher,
G. Saucier, N.C. Southern
The Board Governance and Administration
Committee is responsible for the develop-
ment and maintenance of the Bank’s
corporate governance practices. Among
other things, its duties include identifying
and recommending to the Board suitable
director candidates, and establishing
appropriate Board committee structure,
composition, mandates and membership.
The committee also conducts the annual
assessment of the performance of the
Board through the use of an outside con-
sultant and commencing this year will
assess the performance of the Chairman.
In addition, the committee is responsible
for assessing the merits of shareholder
proposals received by the Bank, establish-
ing procedures for dealing with such
proposals, and formulating the Bank’s
proposed response for approval by
the full Board. The chair of the Board
Governance and Administration
Committee acts as “lead director.”
Members: J.B. MacAulay (Chair),
R.M. Barford, P.J.G. Bentley,
J.F. Fraser, J.H. Reitman
The Conduct Review Committee
establishes
procedures for the review of transactions
with related parties of the Bank and on an
ongoing basis reviews related party trans-
actions in accordance with Bank Related
Party Transactions Regulations under the
Bank Act. It also monitors procedures to
deal with conflicts of interest, disclosure of
information to customers, and resolution
of customer complaints. The Bank is
required by the Bank Act to have a Conduct
Review Committee consisting entirely of
outside directors.
Members: P.J.G. Bentley (Chair),
R.H. McKercher, J.H. Reitman,
G. Saucier, N.C. Southern
The Executive Committee acts for the Board
in managing, or supervising the man-
agement of, the Bank’s business when the
full Board is not in session, subject to
certain statutory limits on the capacity of
the directors to delegate authority. The
Executive Committee is an ad hoc com-
mittee, meeting only on an as required
basis. The efficiencies attained with the
smaller Board have made it possible to dis-
pense with regular Executive Committee
meetings, thus facilitating more effective
utilization of directors’ time.
Members: M.W. Barrett (Chair),
F.A. Comper (Vice-Chair), R.M. Barford,
D.R. Beatty, P.J.G. Bentley, L.A. Desrochers,
J.F. Fraser, J.B. MacAulay, J.C. Monty,
J.H. Reitman, L.C. Webster
The Human Resources and Management
Compensation Committee deals with issues
related to the Bank’s human resources,
including annual reviews of the Bank’s
human resources inventory and com-
pensation and benefits policy changes.
The committee, in addition, reviews and
approves executive compensation, benefits
and bonuses; monitors management suc-
cession planning; assesses the performance
of the Chief Executive Officer; and reviews
the assessments of the President and
Vice-Chairmen. It also reviews executive
appointments and reassignments.
Members: P.J.G. Bentley (Chair),
R.M. Barford, L.A. Desrochers, J.F. Fraser,
J.B. MacAulay, L.C. Webster
The Risk Review Committee meets regularly
with the appropriate Bank officers to
review the major risk areas integral to the
Bank’s operations and the degree of risk
normally assumed by the Bank. It also
assesses the procedures developed to man-
age
and control those risks in compliance
with regulatory requirements.
Members: J.C. Monty (Chair),
R.M. Barford, D.R. Beatty, F.A.Comper,
R.N. Mannix, E.H. Molson
The Board and its Committees
The Board of Directors has as its role the management or supervision of the management of the business and affairs of the Bank. Among its
many specific duties, the Board selects, evaluates, sets the compensation for and, if necessary, replaces the Chief Executive Officer; approves
strategic plans and objectives; approves major decisions and corporate plans; provides advice and counsel to the Chief Executive Officer;
nominates directors and evaluates Board performance; oversees the ethical, legal and social conduct of the organization; and reviews the
financial performance and condition of the Bank. These functions are discharged either directly or through Board committees.
Generally the Board committees are composed of outside directors, except in the case of the Executive Committee where the Chairman
& Chief Executive Officer and the President & Chief Operating Officer both are members. The President & Chief Operating Officer also serves on
the Risk Review Committee. The majority of directors serving on each of the committees are “unrelated.”