Our Governance Structure

At every board and committee meeting, members hold in-camera sessions without management present. In addition, at Audit Committee meetings, the members meet separately with the Internal Auditors, shareholders’ auditors and General Counsel, without management present.

Our Governance Structure

Board Committees

Committees/Members Responsibilities

Audit Committee

Philip S. Orsino (Chair)
Robert Chevrier
Ronald H. Farmer
David A. Galloway
Martha C. Piper
Jeremy H. Reitman
Guylaine Saucier

  • Oversees the integrity of our financial reporting, internal controls, disclosure controls and internal audit function, as well as our compliance with legal and regulatory requirements and auditor independence requirements.
  • Monitors transactions involving related parties, conflicts of interest, the use and disclosure of confidential and personal information and standards of business conduct.
  • Oversees the accurate and clear reporting of financial information to shareholders.

Governance and Nominating Committee

J. Robert S. Prichard (Chair)
Robert M. Astley
David A. Galloway
Bruce H. Mitchell
Philip S. Orsino
Nancy C. Southern

  • Develops, reviews and assesses corporate governance principles and systems on an ongoing basis.
  • Continuously monitors BMO practices in comparison to best practices worldwide.
  • Identifies and recommends new director candidates.
  • Responsible for director succession, orientation and compensation.

Human Resources and Management Compensation Committee

Robert M. Astley (Chair)
David R. Beatty
George A. Cope
Ronald H. Farmer
David A. Galloway
Martha C. Piper
Don M. Wilson III

  • Assists the board in its oversight of the appointment, performance evaluation and compensation of senior executives.
  • Ensures effective talent development, retention strategies and succession planning.
  • Recommends guidelines and principles for compensation programs, including a clear link between pay and performance and safeguards against the encouragement of excessive risk-taking.

Risk Review Committee

Bruce H. Mitchell (Chair)
Robert M. Astley
David R. Beatty
Christine A. Edwards
David A. Galloway
Harold N. Kvisle
Philip S. Orsino
J. Robert S. Prichard
Guylaine Saucier
Nancy C. Southern
Don M. Wilson III

  • Oversees the identification, documentation, measurement and management of significant risks.
  • Monitors compliance with risk-related regulatory requirements and with internal risk management policies and procedures.

|