Bank of Montreal 2004 Annual Report Download - page 129

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Stock Exchange Guidelines
As a Canadian reporting issuer with securities listed on
the Toronto Stock Exchange (TSX) and the New York Stock
Exchange (NYSE), BMO has in place corporate governance
practices that are not only consistent with the requirements
of those stock exchanges, but in many cases go beyond those
requirements. BMO is also in compliance with applicable rules
adopted by the Canadian Securities Administrators, and the
U.S. Securities and Exchange Commission (SEC) to give effect
to provisions of the Sarbanes-Oxley Act.
For a complete discussion of BMO’s corporate governance
practices, please see our Proxy Circular.
With respect to the NYSE listing standards, our corporate
governance practices differ significantly in only one respect
from those required of U.S. domestic issuers under the
NYSE listing standards. The NYSE listing standards require
shareholder approval of all equity compensation plans and
any material revisions to such plans, regardless of whether
the securities to be delivered under such plans are newly
issued or purchased on the open market, subject to a few
limited exceptions.
The TSX rules require shareholder approval of all equity
compensation plans, subject to a few limited exceptions;
however, this is only when such plans involve newly issued
securities. Equity compensation plans that do not provide for
a fixed maximum number of securities to be issued must have
a rolling maximum number of securities to be issued based
on a fixed percentage of the issuer’s outstanding securities
and must also be approved by shareholders every three years.
If the plan provides a procedure for its amendment, the TSX
rules require shareholder approval of amendments only where
the amendment involves a reduction in the exercise price or
an extension of the term of options held by insiders.
What’s Next?
• As we move forward, BMO Financial Group remains
committed to maintaining and building upon our
reputation as a leader in corporate governance practices,
recognizing that the interests of shareholders and
our business are advanced by a commitment to sound
principles of corporate governance.
BMO Financial Group Annual Report 2004 125
Corporate Governance