Bank of Montreal 2002 Annual Report Download - page 11

BMO FINANCIAL GROUP ANNUAL REPORT 2002 7
CORPORATE GOVERNANCE AND BOARD OF DIRECTORS
In a year marred by unprecedented corporate scandal and malfeasance, corporate
governance has become an area of heightened concern for investors. BMO Financial
Grouphasalwaystakentheleadincorporategovernanceandcontinuestodoso.
Providing high-quality financial disclosure is not a new
practice for our organization. Indeed, BMO Financial Group
possesses a strong and well-established reputation for
consistent leadership in disclosure practices – and in
corporate governance generally. Our achievements were
recognized again this year when The Globe and Mail’s
survey of corporate governance practices ranked BMO
Financial Group first among the country’s banks.
We became one of the first companies on the continent
to announce our intention to expense stock options. As
well, Chairman and CEO Tony Comper and Chief Finan-
cial Officer Karen Maidment signed a statement as part of
BMO’s third-quarter results affirming their accountability
for BMO’s financial information. In addition, Tony Comper
and Karen Maidment signed a certification of BMO Finan-
cial Group’s annual results under the new United States
Sarbanes-Oxley Act.
Our Board of Directors bears the main responsibility
for maintaining our continued high standards and encour-
aging the evolution of our corporate governance program.
In practice, this means that the Board must operate in an
effective and independent manner and ensure that BMO
isaccountabletoallthestakeholdersofthecompany.
The Board of Directors is also responsible for con-
tinuously reviewing trends and evolving best practices, as
well as pending legislative or regulatory changes such as
Sarbanes-Oxley, and for adjusting our governance practices
to ensure they remain at the forefront. BMO’s standards of
corporate governance are consistent with the objectives of
the governance guidelines of the Toronto Stock Exchange
and the proposed amendments published in April 2002. In
certain instances, such as in the recommended number of
“unrelated”directors on the Board and “financial experts” on
theAuditCommittee,ourstandardsexceedtheseguidelines.
Equally important, the Board of Directors serves as
an example to our entire organization. By establishing the
tone – affirming that corporate governance means not just
abiding by the rules but also embracing the spirit of those
rules – the Board helps to make the tenets of sound cor-
porate governance, transparency, disclosure and honesty,
a reality throughout our organization.
Charter of Expectations for Directors
The Charter of Expectations for Directors, along with the
Approval/Oversight Guidelines, represents the backbone
of our governance program. These provide both directors
and management with a clear road map of each other’s
expectations and commitments to good governance.
As well as stipulating the roles of individual directors,
the Charter of Expectations for Directors sets out the
responsibilities to be discharged by BMO’s governing
members. These responsibilities include:
STEPHEN E. BACHAND
Ponte Vedra Beach, Florida
Corporate Director and former
President and Chief Executive Officer
Canadian Tire Corporation, Limited
DAVID R. BEATTY,O.B.E.
Toronto, Ontario
Chairman and Chief Executive Officer
Beatinvest Limited
ROBERT CHEVRIER,F.C.A.
Montreal, Quebec
President, Roche Management Co. Inc.
F. ANTHONY COMPER
Toronto, Ontario
Chairman and Chief Executive Officer
BMO Financial Group
DAVID A. GALLOWAY
Toronto, Ontario
Corporate Director and former
President and Chief Executive Officer
Torstar Corporation
BOARD OF DIRECTORS