Bank of Montreal 2004 Annual Report Download - page 128

BMO Financial Group Annual Report 2004124
Over the years, BMO has received widespread recognition
for our leadership in corporate governance practices, and our
achievements continue to be acknowledged. In 2004, for instance,
we ranked second overall and first among the country’s banks
in The Globe and Mail’s Report on Business annual review of
corporate governance practices.
Stewardship
Sound governance and ethical behaviour begin with our Board
of Directors, which represents and is accountable to our share-
holders and assumes responsibility for the stewardship of
BMO. Either directly or through Board committees, the Board
is responsible for overseeing the management of the business
and affairs of our organization with the objective of enhancing
shareholder value. Among its many specific duties, the Board
approves strategic plans and objectives, provides advice and
counsel to the Chief Executive Officer (CEO), oversees the
ethical, legal and social conduct of the organization, and reviews
BMO’s financial performance and condition. It also selects,
evaluates, sets the compensation for and, if necessary,
replaces the CEO.
Independence
The Board of Directors ensures that appropriate structures
and procedures are in place so that it functions independently
of management. All members of the Board are “independent,”
with the exception of the CEO, under the Director Unrelated/
Independent Determination Standards adopted by the Board
in compliance with applicable regulatory and stock exchange
requirements. In 2004, the Board separated the roles of
Chairman and CEO and appointed a non-executive Chairman.
The Chairman facilitates full and candid discussion of key
matters that come before the Board and ensures that the Board
functions independently of management.
Board and Director Evaluations
To ensure accountability, the Board annually retains an out-
side consultant to survey its effectiveness. The Board conducts
an annual director “peer” performance review. The “peer”
survey, which is also overseen by an outside consultant
to ensure confidentiality, requires that every director assess
the contribution of each of his or her peers on measures
ranging from ethics to strategic insight, financial literacy
and business judgment.
Evolution in Governance
At BMO, we recognize that our governance standards must
evolve to respond to changes in our organization, stake-
holder expectations and regulatory requirements. The Board
recognizes that there is an ongoing and energetic debate
regarding corporate governance, and will continue to follow
that debate.
Corporate Governance at BMO Financial Group
For more details regarding corporate governance at BMO, please see the
following documents, which are posted on our web site – www.bmo.com.
Notice of Annual Meeting of Shareholders and Proxy Circular –
Shareholders are invited to attend our Annual Meeting on Tuesday,
February 22, 2005 at The Carlu in Toronto, Ontario or view a webcast
of the event. Details of the webcast are available on our web site.
Corporate Governance – Our web site contains information on our
corporate governance practices, including our code of conduct, titled
First Principles, our Director Unrelated/Independent Determination
Standards and Board and Committee Charters.
Proxy Circular – Our Proxy Circular contains resumés for each of the
Directors, Board Committee reports and a complete discussion of our
corporate governance practices.
BMO 2004 Corporate Social Responsibility Report including our Public
Accountability Statement – This combined report documents our
corporate citizenship activities throughout the year. It will be released
in February 2005.
Each of the above documents is available in print to any shareholder
upon request.
Corporate Governance
We strive to earn and retain the trust of our shareholders
through our steadfast commitment to sound principles
of corporate governance.
Corporate Governance
Corporate Governance