Board composition and governance
Directors sit on committees that specialize in key areas: audit and conduct review, governance and nominating, human resources, and risk review.
Use the tabs below to learn about how our Board is comprised, remunerated and governed.
Board diversity
The Board of Directors believes that a board made up of highly qualified directors from diverse backgrounds and who reflect the changing population demographics of the markets in which the Bank operates, the talent available with the required expertise, and the Bank’s evolving customer and employee base, promotes better corporate governance. To support this, the Governance and Nominating Committee will, when identifying candidates to recommend for appointment/election to the Board:
- consider only candidates who are highly qualified based on their experience, functional expertise, and personal skills and qualities;
- consider diversity criteria including gender, age, ethnicity and geographic background, with particular focus on potential candidates from the Black, Indigenous, People of Colour, 2SLGBTQ+ and disability communities; and
- in addition to its own search, engage qualified independent external advisors to conduct a search for candidates that meet the Board’s skills and diversity criteria.
The Board aspires towards board composition in which each gender comprises at least one-third of the independent directors.
Remuneration
Our compensation programs reflect best practices. Our model for compensating directors and executives follows best practices for good governance. Directors and executives must own shares, to align their interests with those of other shareholders.
2024 Director fee table
Board retainer | Fiscal 2024 |
|---|---|
Chair of the Board (includes attendance at meetings of all four committees) | $485,000 per year:
|
Directors (includes one committee membership) | $250,000 per year:
|
Committee chair retainers | Fiscal 2024 |
|---|---|
Audit and Conduct Review Human Resources Governance and Nominating Risk Review | $55,000 per year |
Committee and meeting fees | Fiscal 2024 |
|---|---|
Committee memberships (in excess of one) | $15,000 per committee |
Special board meetings (in excess of five) | $2,000 per meeting |
Special committee meetings (in excess of five) | $1,500 per meeting |
Travel allowance | Fiscal 2024 |
|---|---|
If the director’s principal residence is two or more time zones away from Toronto or outside Canada | $20,000 per year |
View full details in the Director Compensation for Fiscal 2024 (PDF).
Succession
Our board’s role is to enhance shareholder value through a rigorous approach to accountability, performance and corporate governance.
Regular assessment of the board ensures it has the appropriate number of members and diverse expertise to make effective decisions.
The Governance and Nominating Committee is responsible for developing governance principles and guidelines for the bank, identifying and recommending candidates for election or appointment to the board and managing the bank’s process for orientation and assessment of the board, board committees and directors.
Board governance documents
View key governance documents, policies, and reference materials to support board oversight responsibilities.
Board Mandate
Outlines the Board of Directors mandate at Bank of Montreal.
Board Diversity Policy
Outlines the Board Diversity Policy at Bank of Montreal.
Director Compensation
Outlines the Director Compensation at Bank of Montreal.
Chair of the Board Position Description
Provides a description of the Chair of the Board position.
Director Position Description
Provides a description of the Director position.
Director Independence Standards
Provides a description of the Director independence standards.
Majority voting policy
Provides a description of the Majority Voting Policy
