Bank of Montreal 2000 Annual Report Download - page 108

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84 ■Bank of Montreal Group of Companies Annual Report 2000
The Board of Directors is responsible for the management
or supervision of the management of the business and affairs
of the Bank, and discharges these responsibilities either
directly or through Board committees. Among its many specific
duties, the Board selects, evaluates, sets the compensation
for and, if necessary, replaces the CEO; approves strategic plans
and objectives; approves major decisions and corporate
plans; provides advice and counsel to the CEO; 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.
Key elements of the Board’s activities include:
■
An annual all-day strategy session which enables the
directors to gain a fuller appreciation of planning priorities
and provides them with the opportunity to give constructive
feedback to management.
■Ensuring the Bank has a prudent and professional risk
management framework, which is the responsibility of the
Board’s Risk Review Committee.
■
Ensuring the integrity of the Bank’s internal control and
management information system, which is the responsibility
of three Board committees —Audit, Conduct Review and
Risk Review.
■Succession planning for senior management, including the
CEO, which is the responsibility of the Human Resources
and Management Compensation Committee of the Board.
This planning is based on predetermined quantitative
and qualitative criteria.
■The commitment to fair treatment of shareholders irrespec-
tive of the size of their individual holdings.
Corporate governance practices continue to evolve
at a rapid pace. At Bank of Montreal we constantly
review, evaluate and modify our governance program
to ensure its ongoing effectiveness. This has resulted
in the Bank being a pacesetter in establishing
high standards of corporate governance throughout
the past decade. Those standards are consistent
with, and in many cases exceed, the objectives of the
guidelines adopted by the Toronto Stock Exchange
in 1995.
The Bank’s program originated with the 1991
report to the Board of Directors entitled Shaping
the Board of Directors for the Future. At that time,
we recognized that the Bank’s Board of Directors
needed to become more engaged with, and more
Corporate Governance
responsive to, growing public dissatisfaction with
certain aspects of corporate behaviour and public
and shareholder pressure to have boards be more
accountable for their activities.
Bank of Montreal is proud of its corporate
governance program, which for the past three years
has been recognized by the Award of Excellence
for Leadership in Corporate Governance sponsored
by the Canadian Institute of Chartered Accoun-
tants and the National Post. The Bank’s program
speaks for itself.
Stewardship by the Board