Shareholders. Tammy brings more than 30 years of experience in public accounting to her role, including executive leadership and governance roles within industrial markets, board leadership, and human resources experience. A Fellow since 2021 of Chartered Professional Accountants of Ontario, Tammy served as a Partner at KPMG LLP and as Deputy Chair of the Board of Directors of KPMG Canada.

In the pages that follow, you will find information about all the candidates standing for election at this year’s meeting. The nominees are highly qualified directors with strong leadership abilities, relevant and complementary skills and experience, and independence from management. We thank you for entrusting us with your support.

We strongly encourage you to submit your vote on all the business matters on the agenda for the meeting, including the election of directors, in advance of the meeting. You will find an explanation of the voting instructions in this proxy circular. Please take the time to review the material in this document. Your board of directors and management team are grateful for your active participation.

 

George A. Cope		Darryl White

 

 

 

How to submit a shareholder proposal

If you would like to submit a proposal for the next annual meeting, we must receive it by November 19, 2026.

You’ll find instructions for submitting director nominations in the board’s Proxy Access Policy, on our website at www.bmo.com/home/about/banking/corporate-governance/select-documents.

 

Who Can Vote

You can vote if you held BMO shares as of the close of business on February 17, 2026, except as noted below. You have one vote per share.

The following shares cannot be voted (unless approved by the Minister of Finance):

•

shares beneficially owned by:

•

the Government of Canada or any of its agencies

•

the government of a province or any of its agencies

•

the government of a foreign country or any political subdivision of a foreign country or any of its agencies

•

any person who has acquired more than 10% of any class of BMO shares

•

shares owned by a person, or an entity controlled by a person, who beneficially owns shares representing more than 20% of the eligible votes that can be cast at the meeting.

There were 704,919,913 common shares outstanding on February 17, 2026. To the knowledge of BMO’s directors and officers, no one person or entity beneficially owned, directly or indirectly, or exercised control or direction over more than 10% of our outstanding shares as at that date.

 

How to vote in advance

Send your voting instructions online, by phone or by completing all sections of your form, signing it, and sending it to Computershare.

 

		Provide your voting instructions online by going to www.investorvote.com and following the instructions
		Call 1-866-732-VOTE (8683) (toll-free)
		Mail your signed form in the envelope provided (or mail it to Bank of Montreal, c/o Computershare Trust Company of Canada, 320 Bay Street, 14th Floor Toronto, ON M5H 4A6)
or
		Fax your signed form to 1-866-249-7775 (toll-free in Canada and the United States) 1-416-263-9524 (outside North America)

You will need your 15-digit control number on your form to provide your voting instructions online or by phone.

Be sure to send in your voting instructions right away. Computershare must receive your voting instructions by no later than 5:00 p.m. (Eastern time) on April 13, 2026 (or if the meeting is adjourned, at that time on the second last business day before it is reconvened). We reserve the right to waive this deadline, with or without notice, but we are under no obligation to accept or reject any late proxy.

How to vote at the meeting online

To vote at the meeting online:

•

Log in online at https://meetings.lumiconnect.com/400-782-668-996. We recommend that you log in at least fifteen minutes before the meeting starts

•

Click “I have a login” and then enter the 15-digit control number on your proxy form (your username)

•

Enter your password: bmo2026 (case sensitive)

•

Follow the instructions to access the meeting, and vote when prompted

How to vote in person

If you wish to vote in person at the meeting, do not complete or return the enclosed proxy form but bring it with you to the meeting. When you arrive at the meeting, please register with our transfer agent, Computershare Trust Company of Canada.

How to change your vote

If you change your mind after you’ve voted in advance, you must deliver a signed written notice changing your instructions to one of the following:

•

our Corporate Secretary before 5:00 p.m. (Eastern time) on April 13, 2026 (or if the meeting is adjourned, the second last business day before it is reconvened) at the address or email in the notice of meeting above

•

the Chair of the Board before the meeting starts or any adjourned meeting reconvenes

•

in any other manner permitted by law

You can also change your vote online at any time before the proxy voting cutoff or by voting at the meeting online or in person (see the instructions above). The last vote cast is the one that will be tabulated. If a change in your voting instructions is received after the proxy deadline, it may only be effective to revoke your prior instructions.

 

 

About proxyholders

 

We may not have records of your shareholdings as a non-registered shareholder—make sure you follow the instructions on your voting instruction form to vote.

How to vote in advance

Send your voting instructions online, by phone or by completing all sections of your voting instruction form, signing it, and sending it to your intermediary following the instructions below, or the instructions on the form. Your intermediary will vote on your behalf, following the voting instructions you provide.

 

 

		Provide your voting instructions online by going to www.proxyvote.com and following the instructions
		Call 1-800-474-7493 (English) / 1-800-474-7501 (French) (toll-free in Canada and the United States)
or
		Mail your signed form in the envelope provided

You will need your 16-digit control number on your voting instruction form to provide your voting instructions online or by phone.

Be sure to send in your voting instructions right away. For your vote to count, your intermediary needs to receive your voting instructions in enough time to send them to Computershare. Computershare must receive your voting instructions from your intermediary by no later than 5:00 p.m. (Eastern time) on April 13, 2026 (or if the meeting is adjourned, at that time on the second last business day before it is reconvened). We reserve the right to waive this deadline, with or without notice, but we are under no obligation to accept or reject any late proxy.

How to vote at the meeting online

Before the meeting you need to:

 

1.	Appoint yourself as proxyholder by writing your name in the space provided on your voting instruction form, and signing the form. Do not complete the voting section of the form because you will be voting at the meeting online

 

2.	Send your voting instruction form to your intermediary following the instructions on the form

 

3.	Very important additional step: Register your name and contact information with Computershare by going to www.computershare.com/BankofMontreal. Computershare will send you an email the day before the meeting with a 4-alpha character code (your username)

 

4.	Vote at the meeting online:

•

Log in online at https://meetings.lumiconnect.com/400-782-668-996. We recommend that you log in at least fifteen minutes before the meeting starts

•

Click “I have a login” and then enter the 4-alpha character code you received by email from Computershare (your username).

•

Enter your password: bmo2026 (case sensitive)

•

Follow the instructions to access the meeting, and vote when prompted

 

How to vote in person

If you wish to vote in person at the meeting, insert your name in the space provided for the proxyholder appointment on the voting instruction form, and return it as instructed by your intermediary. If no space is provided for you to insert your name on the form as proxyholder, please contact your intermediary for instructions. Do not complete the voting section of the voting instruction form, since you will vote in person at the meeting. When you arrive at the meeting, please register with our transfer agent, Computershare Trust Company of Canada.

We also encourage you to appoint yourself as proxyholder and register your name and contact information with Computershare by going to www.computershare.com/BankofMontreal so that in the event you do not attend in person, you may still vote online.

How to change your vote

If you change your mind after you’ve sent your voting instructions, you may be able to submit new voting instructions on-line. If you are unable to do so or you decide to vote at the meeting online, contact your intermediary to find out what to do. If a change in your voting instructions is received from your intermediary after the proxy deadline it may only be effective to revoke your prior instructions.

 

 

Independence

All of the nominees are independent except Darryl White, our Chief Executive Officer. Under the Bank Act (Canada), the bank’s CEO must be a member of the board. See page 26 for more about how we determine independence.

Skills and Composition

An effective board has relevant skills and qualifications, with diverse experience and perspectives. All of the nominated directors have experience in accounting and finance, mergers & acquisitions, risk management, strategic planning, and executive leadership.

To effectively oversee our business, the nominated directors reflect the markets we operate in, the talent available with the expertise required, and our evolving customer and employee base.

Each gender makes up at least one-third of the independent directors. Of the director nominees, six (42.86%) are women and eight (57.14%) are men. The board is comprised of two directors who identify as people of colour and one as Indigenous. All of our nominee directors are fluent in English. Three of the nominee directors speak French fluently, one speaks Hebrew fluently and one speaks Hindi fluently. You can read more about our policies on skills and diversity on page 27 and director tenure on page 31.

Commitment

Directors are expected to attend all meetings of the board and the committees they serve on, and to come to meetings prepared. Total average attendance at meetings in fiscal 2025 of the directors was 99%. See page 31 for more information about attendance.

 

 

Director profiles

This year there are 14 directors nominated to serve on the board. All have agreed to serve for a one-year term.

Board composition and size are reviewed every year based on several factors, including the calibre and scope of director expertise, level of engagement, quality of discussions with management, director succession and committee membership (see page 25 for more about the selection process and the nominated directors’ skills).

Share ownership

Twelve of the fourteen nominated directors meet our share ownership requirements. Ms. Hazel Claxton and Ms. Tammy Brown, have until 2028 and 2030, respectively, to meet or exceed the requirements. You can read more about share ownership requirements for BMO directors and executives on pages 33 and 56.

Share ownership is calculated as at February 17, 2026, and the value is based on $192.93, the closing price of our shares on the Toronto Stock Exchange (TSX) on that date. It includes shares each director beneficially owns or controls, or holds directly or indirectly, and holdings under our deferred share unit (DSU) plan for directors. Mr. White’s holdings include shares, DSUs and performance share units (PSUs) granted under our executive incentive plans.

George A. Cope, C.M.
Chair of the Board (since March 31, 2020)
		Independent  Age: 64  Director since: 2006  Residence: Toronto, Ontario, Canada    2025 voting results: 94.93%  (344,500,954) votes for and 5.07%  (18,408,043) votes withheld    2025 attendance: 100%
Has chief executive officer experience and brings more than 25 years of public company experience in the Canadian communications industry, earning a reputation as an innovative operational and financial strategist and leader of high- performance teams

BUSINESS EXPERIENCE

•

President and Chief Executive Officer of BCE Inc. and Bell Canada (2008 to 2020)

AREAS OF EXPERTISE

•

Executive leadership / Strategic planning / Mergers and acquisitions / Public policy

OTHER PUBLIC COMPANY BOARDS (last five years)

•

CGI Inc. (since January 2020, lead director since February 2022) (Corporate Governance Committee, Human Resources Committee)

SERVICE AND RECOGNITION

•

Recognized as Report on Business CEO of the Year and Corporate Citizen Award (2019)

•

Canada’s Outstanding CEO of the Year (2015)

•

Appointed to the Order of Canada (2014)

•

Honorary Degree, Doctor of Laws (LL.D.), University of Western Ontario (2012)

EDUCATION

•

HBA, Ivey School of Business, Western University

•

Honorary doctorate degrees (University of Windsor, Trent University and Queen’s University)

SHARE OWNERSHIP (as at February 17, 2026)

Shares: 80,160 / $15,465,269

DSUs: 89,373 / $17,242,733

Total: 169,533 / $32,708,002

Total amount at risk (as a multiple of the cash portion of annual retainer): 363x

> Meets share ownership requirements of 11x cash portion of annual retainer (see page 33)

 

 

Janice M. Babiak
Corporate director
		Independent Age: 67 Director since: 2012 Residence: Nashville, Tennessee, United States   Member of Audit and Conduct Review Committee (chair) and Governance and Nominating Committee   2025 voting results: 96.55% (350,392,216) votes for and 3.45% (12,516,833) votes withheld   2025 attendance: 100%
Has a strong background in public accounting in North America and internationally, including executive leadership roles and experience in several practice areas including IT and cyber security risk, regulatory and public policy, climate change and sustainability

BUSINESS EXPERIENCE

•

Former Managing Partner at accounting firm Ernst & Young LLP (EY)

•

Worked at EY from 1982 to 2009 and was based in the United Kingdom from 1990 onwards

•

Held a number of roles including global assurance and advisory P&L leadership roles in Technology Security and Risk Services and Regulatory and Public Policy, and founded and led EY’s global Climate Change and Sustainability Services practice. Responsible for the strategy and delivery of commercially-focused climate change transformation and sustainability services to clients globally. Led teams delivering clean tech, renewable energy, carbon trading, environmental policy and taxation, green building, green supply chain, carbon measurement and modelling services.

•

Served on EY’s management board for Northern Europe, Middle East, India and Africa

AREAS OF EXPERTISE

•

Technology and information security / Environmental, Social or Governance / Accounting and finance / Financial services

OTHER PUBLIC COMPANY BOARDS (last five years)

•

Walgreens Boots Alliance, Inc. (April 2012 to August 2025) (Audit Committee (chair), Finance Committee)

SERVICE AND RECOGNITION

•

Named in Corporate Board Member Magazine’s “Top 20 Value Creating Directors in America” (2024)

•

Council member (2011 to 2019) and current member of select working groups, Institute of Chartered Accountants in England and Wales

•

Founder of the Nashville Chapter of Women Corporate Directors

•

Named by NACD Directorship magazine as one of the most influential people in the boardroom community (2017)

EDUCATION

•

B.B.A. (Accounting), University of Oklahoma

•

M.B.A., Baldwin Wallace University

•

Holds international information systems security and control, and US and UK accounting qualifications, including CPA (U.S.), CA (U.K.), CISM, and CISA

SHARE OWNERSHIP (as at February 17, 2026)

Shares: 500 / $96,465

DSUs: 48,357 / $9,329,516

Total: 48,857 / $9,425,981

Total amount at risk (as a multiple of the cash portion of annual retainer): 105x

> Meets share ownership requirements of 11x cash portion of annual retainer (see page 33)

Craig W. Broderick
Corporate director
		Independent Age: 66 Director since: 2018 Residence: Greenwich, Connecticut United States   Member of Risk Review Committee (chair), Audit and Conduct Review Committee and Governance and Nominating Committee   2025 voting results: 98.90% (358,920,260) votes for and 1.10% (3,988,788) votes withheld   2025 attendance: 100%
Has a strong background in investment banking in the United States, with deep experience in the risk area, serving as Chief Risk Officer and chair or co-chair of key management risk committees

BUSINESS EXPERIENCE

•

32-year career with investment banking firm, Goldman Sachs, and held several roles in the risk field including Chief Risk Officer (1986 to 2018)

•

Served as a member of Goldman Sachs’ Management Committee and chair or co-chair of key risk committees

AREAS OF EXPERTISE

•

Risk management / Financial services / Accounting and finance / Executive leadership

OTHER PUBLIC COMPANY BOARDS (last five years)

•

Circle Internet Financial (since April 2023) (Risk Committee (chair), Audit Committee and Strategy Committee)

•

McDermott International Inc. (since June 2020) (Governance Committee and Audit Committee) (previously was a member of the Risk Committee)

•

RMG Acquisition Corp III (February 2021 to July 2025) (Audit Committee (chair), Compensation Committee (chair))

•

RMG Acquisition Corp. II (until 2022) (Audit Committee)

•

RMG Acquisition Corp. (until 2021) (Audit Committee)

SERVICE AND RECOGNITION

•

Advisory Council, International Association of Credit Portfolio Managers

•

Global Risk Forum Steering Committee member, Global Association of Risk Professionals

•

Board Member, Street Squash. Supports children, families, and schools in Harlem and Newark by exposing students to academic and athletic experiences

•

Board Member, FREE (Finance Requires Effective Education); an organization that teaches the basics of personal finance to students in underserved communities

EDUCATION

•

B.A., College of William and Mary

SHARE OWNERSHIP (as at February 17, 2026)

Shares: 5,000 / $964,650

DSUs: 22,534 / $4,347,485

Total: 27,534 / $5,312,135

Total amount at risk (as a multiple of the cash portion of annual retainer): 59x

> Meets share ownership requirements of 11x cash portion of annual retainer (see page 33)

 

Tammy L. Brown
Corporate director
		Independent Age: 55 Director since: 2025 Residence: Palgrave, Ontario, Canada   Member of Risk Review Committee   2025 voting results: N/A   2025 attendance: N/A
Brings over 30 years of experience in audit, accounting, finance and governance across industrial markets through her career at KPMG LLP, Canada, and has a strong commitment to community

BUSINESS EXPERIENCE

•

32-year career in professional services at KPMG LLP, a full-service audit, tax and advisory firm, progressing to senior leadership roles such as Audit Partner, National Industry Leader for Industrial Markets, Partner Sponsor of the National Indigenous Peoples Network, and Deputy Chair of KPMG LLP Canada’s Board of Directors

AREAS OF EXPERTISE

•

Executive leadership / Accounting and finance / Risk management / Environmental, Social or Governance

OTHER PUBLIC COMPANY BOARDS (last five years)

–

SERVICE AND RECOGNITION

•

Director (December 2025 – present) and past Treasurer (2017–2025), World Ovarian Cancer Coalition

•

Past Director and Board Chair, Women’s College Hospital

•

Women’s Executive Network - Top 100 Award Winner Canada’s Most Powerful Women

•

Fellow, Chartered Professional Accountants, Ontario

EDUCATION

•

Honours B.A. (Economics, Finance and Accounting), Wilfrid Laurier University

SHARE OWNERSHIP (as at February 17, 2026)

Shares: – / –

DSUs: – / –

Total: – / –

Total amount at risk (as a multiple of the cash portion of annual retainer):   – / –

> Must build share ownership over time to meet the requirements of 11x cash portion of annual retainer (see page 33)

 

Hazel Claxton
Corporate director
		Independent Age: 65 Director Since: 2023 Residence: Toronto, Ontario, Canada   Member of Audit and Conduct Review Committee   2025 voting results: 99.55% (361,271,556) votes for and 0.45% (1,637,494) votes withheld   2025 attendance: 100%
Brings extensive business performance improvement and finance and accounting knowledge, combined with executive-level strategic human resources experience cultivating high-performance teams

 

 

BUSINESS EXPERIENCE

•

Executive Vice President and Chief HR Officer of Morneau Shepell Inc. (now part of TELUS Health) until 2018 retirement

•

29-year career at PwC Canada, progressing to several leadership roles, including Canadian Leadership Group member, Human Capital Leader, and a senior partner in the Corporate Advisory and Restructuring group

•

20-year career in corporate restructuring, working with lenders, companies and their stakeholders to assess and respond to risks and pursue improvement opportunities

AREAS OF EXPERTISE

•

Executive leadership / Accounting and finance / Human resources / Strategic planning

OTHER PUBLIC COMPANY BOARDS (last five years)

•

Allied Properties Real Estate Investment Trust (since May 2022) (Governance, Compensation and Nomination Committee)

•

TELUS Corporation (since May 2021) (Audit Committee, People, Culture and Compensation Committee)

SERVICE AND RECOGNITION

•

Director, Unity Health Toronto (since 2015, including predecessor St. Michael’s Hospital) (Resources Committee (Chair until June 2023), Audit Subcommittee (Chair), Planning and Construction Committee (until June 2023), Governance and Nominating Committee)

•

Trustee, Queen’s University (2016 to 2022) (Vice Chair of the Board, Governance and Nominating Committee (Chair), Audit and Risk Committee, Human Resources Committee, Trustee Emeritus (from 2022))

•

Shaw Festival Theatre (2009 to 2014) (Finance and Audit Committee (Chair), Human Resources Committee)

•

Member, Chartered Professional Accountants, Ontario

EDUCATION

•

B.Comm (Honours), Queen’s University

•

ICD.D, Institute of Corporate Directors

SHARE OWNERSHIP (as at February 17, 2026)

Shares: 325 / $62,702

DSUs: 4,279 / $825,547

Total: 4,604 / $888,250

Total amount at risk (as a multiple of the cash portion of annual retainer): 10x

> Must build share ownership over time to meet the requirements of 11x cash portion of annual retainer (see page 33)

 

 

Diane L. Cooper
Corporate director
		Independent Age: 66 Director since: 2024 Residence: Groveland, Florida, USA   Member of Audit and Conduct Review Committee and Risk Review Committee   2025 voting results: 99.54% (361,253,745) votes for and 0.46% (1,654,468) votes withheld   2025 attendance: 100%
Brings extensive experience in financial services leadership through her 30-year career at GE Capital, including most recently as President and CEO of GE Commercial Distribution, one of the largest commercial lenders in the U.S.

 

 

BUSINESS EXPERIENCE

 

•

President and CEO of GE Capital’s Commercial Distribution business (2009-2016)

•

President of GE Capital Equipment Finance

•

President of GE Franchise Finance

AREAS OF EXPERTISE

•

Executive leadership / Risk management / Financial services / U.S. experience

OTHER PUBLIC COMPANY BOARDS (last five years)

•

StoneX Group Inc. (since 2018) (Risk Committee (Chair), Technology and Operations Committee, Audit Committee)

SERVICE AND RECOGNITION

•

Founding member of GE Women’s Network

•

United Way Regional Leader, Dallas-Fort Worth

•

Past President, Junior Achievement, Dallas-Fort Worth

EDUCATION

•

B.A. (Business), Baker University

•

MBA, Baker University

SHARE OWNERSHIP (as at February 17, 2026)

Shares: –/–

DSUs: 13,386 / $2,582,561

Total: 13,386 / $2,582,561

Total amount at risk (as a multiple of the cash portion of annual retainer): 29x

> Meets share ownership requirements of 11x cash portion of annual retainer (see page 33)

Stephen Dent
Managing Director and Co-Founder, Birch Hill Equity Partners
		Independent Age: 64 Director Since: 2021 Residence: Toronto, Ontario, Canada   Member of Human Resource Committee (chair), Risk Review Committee and Governance and Nominating Committee   2025 voting results: 99.62% (361,537,955) votes for and 0.38% (1,371,093) votes withheld   2025 attendance: 92%
Has over 30 years of experience in private equity and deep expertise in capital allocation, strategic planning, accounting and finance

BUSINESS EXPERIENCE

•

Managing Director and co-founder, Birch Hill Equity Partners, a Toronto based private equity firm with interests in several private and public companies since 2005

•

Spent 15 years at a major Canadian chartered bank culminating in a senior role leading the Canadian private equity division of the bank

AREAS OF EXPERTISE

•

Executive leadership / Strategic planning / Mergers and acquisitions / Risk management

OTHER PUBLIC COMPANY BOARDS (last five years)

–

SERVICE AND RECOGNITION

•

Member of the Business Council of Canada

•

Involved in the founding and ongoing support of the Birch Hill Scholarship Program; supporting business school education for Indigenous youth

EDUCATION

•

B.B.A (Honours), Wilfred Laurier University

•

M.B.A, Ivey School of Business, Western University

SHARE OWNERSHIP (as at February 17, 2026)

Shares: 25,000 / $4,823,250

DSUs: 9,700 / $1,871,421

Total: 34,700 / $6,694,671

Total amount at risk (as a multiple of the cash portion of annual retainer): 74x

> Meets share ownership requirements of 11x cash portion of annual retainer (see page 33)

Mr. Dent was a director of Mastermind GP Inc. when it announced on November 23, 2023 that it sought and obtained an initial order for creditor protection under the Companies’ Creditors Arrangement Act. He ceased to be a director of Mastermind on January 16, 2024.

 

 

Martin S. Eichenbaum
Charles Moskos Professor of Economics, Northwestern University
		Independent Age: 71 Director since: 2015 Residence: Glencoe, Illinois, United States   Member of Audit and Conduct Review Committee and Risk Review Committee   2025 voting results: 99.24% (360,165,974) votes for and 0.76% (2,742,074) votes withheld   2025 attendance: 100%
Has an extensive background in economics as a university professor and as a researcher and consultant on economic and fiscal policy to some of the world’s most prestigious organizations

 

 

BUSINESS EXPERIENCE

•

Charles Moskos Professor of Economics at Northwestern University in Chicago where he has been a professor since 1988

•

Co-director of the Center for International Economics and Development at Northwestern University

AREAS OF EXPERTISE

•

Risk management / Accounting and finance / Financial services / Public policy

OTHER PUBLIC COMPANY BOARDS (last five years)

–

SERVICE AND RECOGNITION

•

Panel Member, National Academy of Sciences, Engineering and Medicine Roundtable on Macroeconomics and Climate Risks and Opportunities

•

Fellow, Royal Society of Canada

•

Fellow, American Academy of Arts and Sciences

•

Former co-editor of the American Economic Review (2011 to 2015)

EDUCATION

•

B.Comm, McGill University

•

Ph.D. (economics), University of Minnesota

SHARE OWNERSHIP (as at February 17, 2026)

Shares: 1,782 / $343,801

DSUs: 32,658 / $6,300,708

Total: 34,440 / $6,644,509

Total amount at risk (as a multiple of the cash portion of annual retainer): 74x

> Meets share ownership requirements of 11x cash portion of annual retainer (see page 33)

David Harquail
Chair of the Board, Franco-Nevada Corporation(1)
		Independent Age: 69 Director since: 2018 Residence: Toronto, Ontario, Canada   Member of Human Resources Committee and Risk Review Committee   2025 voting results: 99.61% (361,511,458) votes for and 0.39% (1,397,590) votes withheld   2025 attendance: 100%
Brings strong executive management skills and experience as a chief executive officer as well as deep knowledge of the gold mining and energy industry

BUSINESS EXPERIENCE

•

Co-Founder of Franco-Nevada Corporation, a leading gold mining and energy royalty company, and served as its CEO from 2007 to 2020

•

During his tenure as CEO and now as Chair of the Board, oversaw Franco-Nevada’s industry leading adoption of ESG metrics and reporting

•

Past director and past chair of the World Gold Council which works to stimulate the demand for gold on behalf of the world’s leading gold producers

•

As Chairman of the World Gold Council, oversaw the implementation of the Responsible Gold Mining Principles, which comprise 51 ESG principles, as a compulsory standard for its members. Also Chaired ESG panels relating to World Gold Council’s research on the gold industry’s carbon emissions and potential paths to net zero

AREAS OF EXPERTISE

•

Executive leadership / Accounting and finance / Risk management / Environmental, Social or Governance

OTHER PUBLIC COMPANY BOARDS (last five years)

•

Franco-Nevada Corporation (since 2007) (Chair of the Board since May 6, 2020)

SERVICE AND RECOGNITION

•

Past Governor, Board of Governors, Laurentian University

•

Benefactor of the Harquail Centre for Neuromodulation at Sunnybrook Health Sciences Centre in Toronto

•

Over 40 years of experience serving on public and non-profit boards and task force advisories

EDUCATION

•

B.A.Sc. (geological engineering), University of Toronto

•

Registered Professional Engineer (Ontario)

•

M.B.A., McGill University

SHARE OWNERSHIP (as at February 17, 2026)

Shares: 18,174 / $3,506,310

DSUs: 18,976 / $3,661,040

Total: 37,150 / $7,167,350

Total amount at risk (as a multiple of the cash portion of annual retainer): 80x

> Meets share ownership requirements of 11x cash portion of annual retainer (see page 33)

(1)	Mr. Harquail has resigned as Chair and as a director of Franco-Nevada effective May 12, 2026. He will assume the role of Chair Emeritus as of that date.

 

Eric R. La Flèche
President and Chief Executive Officer, Metro Inc.
		Independent Age: 64 Director since: 2012 Residence: Montréal, Québec, Canada   Member of Human Resources Committee   2025 voting results: 97.32% (353,179,964) votes for and 2.68% (9,729,085) votes withheld   2025 attendance: 100%
Brings strong executive management skills including chief executive officer experience, as well as deep knowledge of the food retailing and pharmacy industries in Canada

BUSINESS EXPERIENCE

•

President and Chief Executive Officer of Metro Inc. since April 2008, a leading Canadian food and pharmacy retailer and distributor

•

Joined Metro in 1991 and held a number of roles with increasing responsibility

•

Served as Executive Vice President and Chief Operating Officer from 2005 to 2008

AREAS OF EXPERTISE

•

Executive leadership / Human resources / Strategic planning / Retail

OTHER PUBLIC COMPANY BOARDS (last five years)

•

Metro Inc. (since 2008)

SERVICE AND RECOGNITION

•

Named Canada’s Outstanding CEO of the Year (2020)

•

Long-time volunteer with Centraide of Greater Montréal and served as the 2015 Campaign Co-Chair

•

Major Campaign Co-Chair, The Montreal Neurological Institute

•

Member of the advisory board of Tel-Jeunes, the leading kids help phone service in Quebéc

EDUCATION

•

LL.L. (civil law) (cum laude), University of Ottawa

•

M.B.A., Harvard Business School

SHARE OWNERSHIP (as at February 17, 2026)

Shares: 7,000 / $1,350,510

DSUs: 42,329 / $8,166,534

Total: 49,329 / $9,517,044

Total amount at risk (as a multiple of the cash portion of annual retainer): 106x

> Meets share ownership requirements of 11x cash portion of annual retainer (see page 33)

Brian McManus
Corporate director
		Independent Age: 58 Director since: 2024 Residence: Hudson, Québec, Canada   Member of Risk Review Committee   2025 voting results: 99.69% (361,778,452) votes for and 0.31% (1,130,597) votes withheld   2025 attendance: 100%
Brings over 20 years of experience in the role of chief executive officer at industrial Canadian public companies, earning a reputation of creating significant shareholder value through the building of strong teams and disciplined capital allocation

 

 

BUSINESS EXPERIENCE

•

Executive Chair, Polycor Inc., a global leader in the natural stone industry, from 2024 to 2026

•

Executive Chair and CEO, Uni-Select Inc., a distributor in the automotive aftermarket, from 2021 until 2023, when the company was sold to a strategic investor

•

President and CEO, Stella-Jones Inc., a manufacturer of treated wood products, from 2001 to 2019

AREAS OF EXPERTISE

•

Executive Leadership / Strategic Planning / Mergers and Acquisitions / Accounting and Finance

OTHER PUBLIC COMPANY BOARDS (last five years)

•

Metro Inc. (since 2021) (Audit Committee (Chair), Human Resources Committee)

•

Uni-Select Inc. (2021 to 2023)

SERVICE AND RECOGNITION

•

Named 2016 CEO of the year by Les Affaires

•

Previous honorary President of the Montreal Children’s Hospital Foundation Golf Tournament

•

Served as a town councillor for the Village of Senneville from 2013-2017

EDUCATION

•

B.A., McGill University

•

M.B.A., Ivey School of Business, Western University

SHARE OWNERSHIP (as at February 17, 2026)

Shares: 10,311 / $1,989,301

DSUs: 1,783 / $343,994

Total: 12,094 / $2,333,245

Total amount at risk (as a multiple of the cash portion of annual retainer): 26x

> Meets share ownership requirements of 11x cash portion of annual retainer (see page 33)

 

Lorraine Mitchelmore
Corporate director
		Independent Age: 63 Director since: 2015 Residence: Calgary, Alberta, Canada   Member of Governance and Nominating Committee (chair), Human Resources Committee and Risk Review Committee   2025 voting results: 98.65% (358,020,943) votes for and 1.35% (4,888,106) votes withheld   2025 attendance: 100%
Has strong executive management skills and over 30 years of experience in the international oil and gas industry, with deep expertise in business strategy, operations, employee health and safety and public policy and innovation with respect to low carbon energy transition

 

 

BUSINESS EXPERIENCE

•

President and Chief Executive Officer of Enlighten Innovations Inc. from May 2017 to September 2018

•

Former Executive Vice President, Heavy Oil for Shell and former Shell Canada Limited President and Canada Country Chair from 2009 to 2015

•

Prior to joining Shell in 2002, held increasingly senior roles in three other international oil and gas companies

AREAS OF EXPERTISE

•

Executive leadership / Strategic planning / Environmental, Social or Governance / Human resources

OTHER PUBLIC COMPANY BOARDS (last five years)

•

Cheniere Energy, Inc. (since 2021) (Governance and Nominating Committee, Audit Committee)

•

Suncor Energy Inc. (since 2019) (Audit Committee, Environment, Health, Safety and Sustainable Development Committee (chair))

SERVICE AND RECOGNITION

•

Advisor to McKinsey and Company Advancing Women Executive Program (2021 - Present)

•

Member of the Board of Advisors, Catalyst Inc. (2014 to 2023)

•

Chair, Federal Economic Strategy Table - Resources of the Future (2018)

•

Co-Chair Calgary United Way campaign (2015)

EDUCATION

•

B.Sc. (geophysics), Memorial University of Newfoundland

•

M.Sc. (geophysics), University of Melbourne, Australia

•

M.B.A., Kingston Business School in London, England

SHARE OWNERSHIP (as at February 17, 2026)

Shares: 600 / $115,758

DSUs: 36,165 / $6,977,313

Total: 36,765 / $7,093,071

Total amount at risk (as a multiple of the cash portion of annual retainer): 79x

> Meets share ownership requirements of 11x cash portion of annual retainer (see page 33)

Madhu Ranganathan
Corporate director
		Independent Age: 61 Director since: 2021 Residence: Saratoga, California, United States   Member of Audit and Conduct Review Committee   2025 voting results: 98.62% (357,903,410) votes for and 1.38% (5,005,639) votes withheld   2025 attendance: 100%
Brings more than 30 years of financial leadership experience, with an innovative Silicon Valley technology driven background. Brings a strategic mindset with global industry expertise and deep operational focus in software, hardware and tech-enabled services businesses

BUSINESS EXPERIENCE

•

President, Chief Financial Officer & Corporate Development, OpenText (April 2018 to March 2025)

•

Chief Financial Officer of [24]7.ai, a global customer experience software and services company (June 2008 to March 2018)

•

Senior Vice President & Chief Financial Officer, Rackable Systems, Inc., a provider of server and storage equipment for large scale data centers (December 2005 to May 2008)

•

Redback Networks, Inc. a global provider of advanced telecommunications networking equipment (August 2002 to November 2005)

•

Jamcracker, Inc., an enterprise web services platform company (January 2000 to August 2002)

•

BackWeb Technologies Inc., a “push” technology software provider for e-business solutions (December 1996 to January 2000)

•

Price Waterhouse LLP (April 1995 to December 1996)

•

Grant Thornton LLP (January 1994 to April 1995)

•

Liberty Mutual Insurance Company (November 1989 to June 1993)

AREAS OF EXPERTISE

•

Accounting and finance / Technology and information security / Mergers and acquisitions / Strategic planning

OTHER PUBLIC COMPANY BOARDS (last five years)

•

Akamai Technologies (since June 2019) (Finance Committee, Audit Committee Chair)

SERVICE AND RECOGNITION

•

Member, American Institute of Certified Public Accountants

•

Member, Institute of Chartered Accountants, India

•

Member, Institute of Cost & Management Accountants, India

•

Frequent speaker at forums for finance leadership and women’s empowerment

EDUCATION

•

M.B.A (Finance), University of Massachusetts

•

B.S. Accounting, University of Madras, India

SHARE OWNERSHIP (as at February 17, 2026)

Shares: 329 / $63,474

DSUs: 9,640 / $1,859,845

Total: 9,969 / $1,923,319

Total amount at risk (as a multiple of the cash portion of annual retainer): 21x

> Meets share ownership requirements of 11x cash portion of annual retainer (see page 33)

 

Darryl White
Chief Executive Officer of BMO Financial Group (since 2017)
		Not Independent Age: 54 Director since: 2017 Residence: Toronto, Ontario, Canada   2025 voting results: 99.46% (360,954,789) votes for and 0.54% (1,954,260) votes withheld   2025 attendance: 100%
Strong executive management skills and a long career in financial services that includes more than 30 years of experience in investment and corporate banking

BUSINESS EXPERIENCE

•

Chief Executive Officer of BMO Financial Group since 2017. Serves as a Director of Bank of Montreal, and as Chair of the bank’s U.S. subsidiary, BMO Financial Corp.

•

Joined BMO’s investment and corporate banking team in 1994

OTHER PUBLIC COMPANY BOARDS (last five years)

–

SERVICE AND RECOGNITION

•

Chair, Groupe CH

•

Director, The Bank Policy Institute, Catalyst

•

Member, Business Council of Canada, The Business Council, Business Council of Toronto, International Business Leaders Advisory Council of the Mayor of Beijing, University Health Network Board of Trustees

EDUCATION

•

H.B.A., Ivey Business School, Western University

•

Advanced Management Program, Harvard Business School

•

Honorary Doctor of Laws degree, Ivey Business School, Western University

SHARE OWNERSHIP (as at February 17, 2026)

Shares: 67,893 / $13,098,596

DSUs: 96,518 / $18,621,218

RSUs: – / –

PSUs: 122,933 / $23,717,464

Total: 287,344 / $55,437,278

Total amount at risk (as a multiple of base salary): 46x

> Meets executive share ownership requirements of 8x his base salary (see page 68)

 

BMO has a clearly defined purpose and strategy.

The board’s role is to oversee management, set general direction and to do what is in the best interests of the bank, taking into consideration the interests of stakeholders, by bringing an independent perspective and broad experience.

Board Approval/Oversight Guidelines set out the specific roles and responsibilities of both the board and management and specify accountability within the bank. The Bank Act (Canada) sets out certain things that cannot be delegated to the committees, like approving financial statements and declaring dividends.

 

The Governance and Nominating Committee defines BMO’s approach to corporate governance, and oversees our corporate governance framework, guidelines and practices to meet or exceed regulatory requirements, industry and stakeholder expectations and best practices.

The Board Chair is responsible for making sure the board functions effectively and meets its obligations, including its obligations to stakeholders. The Board Chair sets the board meeting agendas in

consultation with the CEO and Corporate Secretary and chairs all board meetings. The Chair’s position description is available on our website at www.bmo.com/corporategovernance. George Cope was appointed Chair of the Board effective March 31, 2020. His term was extended for two years until his scheduled retirement at the bank’s 2027 annual shareholder meeting. He is an independent director and has served on BMO’s board since 2006.

 

BMO adheres to high ethical standards. Our commitment to ethical business practices is integral to our reputation in the financial sector and the global economy, and helps us cultivate trust and strong relationships with employees, customers and communities.

Responsibility for fostering an ethical culture at the bank is shared by everyone across BMO – directors, officers and employees. BMO’s Chief Ethics Officer works to help ensure BMO’s expectations around ethical conduct are clear and well understood by employees globally and oversees BMO’s whistleblower process.

 

BMO’s Audit and Conduct Review Committee assists the board of directors in fulfilling its oversight responsibilities for compliance with legal and regulatory requirements and standards of business conduct and ethics, and reviews and recommends BMO’s Code of Conduct (Code) to the board for approval.

 

BMO’s Code outlines the commitments and performance standards that are expected of us and describes how we meet those expectations. It guides us to do the right thing while providing exceptional experiences for our customers, employees and communities.

The Code applies to everyone at BMO – all directors, officers and employees. We do not grant or approve waivers to our Code. All employees participate in annual training and every officer, employee and director confirms they have read, understood, complied with, and will continue to comply with the Code.

The Code is reviewed annually and approved by the board every two years.

Our Supplier Code of Conduct outlines the principles BMO expects our suppliers to support – our standards for integrity, fair dealing and sustainability. It’s updated every two years to address evolving trends, issues and legislative requirements. BMO’s Code of Conduct and Supplier Code of Conduct are available on our website www.bmo.com/CodeofConduct and www.bmo.com/SupplierCodeofConduct.

A key element to fostering an ethical culture is providing an environment where concerns can be raised without fear of retaliation. We support this by providing multiple channels for employees to raise concerns internally and having zero tolerance for retaliation. We also offer a secure, confidential and if desired, anonymous whistleblower reporting service for anyone inside or outside of BMO to report suspected misconduct about BMO or one of our service providers. All concerns are actioned appropriately and there are consequences for violations of the Code.

 

We provide training and communications about the importance of speaking up, the multiple ways employees can raise concerns, and how to identify and protect against retaliation.

There are several internal speak up resources for employees that set out the process, accountabilities and contact details for our reporting channels, as well as BMO’s commitment to protect employees against retaliation. Information about our whistleblower reporting service is also available on our public website www.bmo.com/whistleblower.

 

BMO’s policies prohibit all directors, officers, and employees from insider trading. In addition, BMO has controls and safeguards to monitor personal trading of executive officers and other officers and employees in key positions for insider trading. All officers and employees covered by our insider trading policies are required to disclose trading accounts to BMO’s compliance group so that

all trading activity is monitored. In addition, those officers and employees subject to monitoring must pre-clear any securities trades with the bank’s compliance group. BMO’s policies restrict directors, executive officers and certain other employees from personal trading in BMO securities during blackout periods that precede the release of BMO’s financial results.

 

Management develops BMO’s enterprise-wide strategy. The board’s role is to approve and oversee BMO’s strategy and its implementation. This includes:

•

reviewing and approving key priorities, opportunities, risks, competitive position, financial projections and other key performance indicators for each operating segment and the technology & operations function

•

overseeing strategic planning related to technological innovation, enterprise data, analytics, Artificial Intelligence (AI), governance, cyber security, digitech partnerships and sustainability, including climate change

•

reviewing and approving the bank’s business and capital plan.

The board holds an annual strategy session with management that covers:

•

our existing strategy and changes resulting from both internal and external factors

•

new opportunities for growth

•

risks related to current and future strategy, including climate change, cyber and AI-related risks

•

the financial and capital impacts of the recommended strategy.

At the end of the session, the board provides feedback on the strategic plan, approves the strategic plan and provides feedback on the session itself. Management updates the board regularly on the bank’s and each operating segment’s progress in implementing the strategies.

 

The bank has an integrated and disciplined approach to risk management that is key to achieving BMOs strategic goals and business priorities while adhering to the bank’s Risk Appetite and enabled by a strong risk culture for the success of the bank’s operations.

At BMO, we are guided by five key principles on risk that drive our approach to risk management across the enterprise:

•

understand and manage risk

•

protect our reputation

•

diversify, limit tail risk

•

maintain strong capital and liquidity

•

optimize risk return.

The board’s risk oversight role includes ensuring the bank’s corporate objectives are supported by a sound risk strategy and an effective enterprise-wide Risk Management Framework. The framework, approved by the board and enabled through the policies that govern our approach to risk management, including how risk is identified, assessed, measured, managed, and reported. The framework is appropriate for the nature, scale, complexity and risk profile of the bank’s activities. The board also approves the

enterprise Risk Appetite Framework and oversees management’s adherence to it.

 

You can find more about our Enterprise Risk Management Framework, including the risk oversight responsibilities of the board and its committees, our risk appetite, risk policies and limits, in our 2025 Annual Report.

 

BMO has 157 subsidiaries in 15 jurisdictions worldwide, as at October 31, 2025. Effective governance of these entities is a critical risk management tool.

The Governance and Nominating Committee is responsible for overseeing the enterprise’s organizational structure and the activities of the subsidiaries. The Audit and Conduct Review

Committee acts as the independent audit committee for the bank’s federally regulated financial institution subsidiaries. The Subsidiary Governance Office identifies and implements robust subsidiary governance practices, including a subsidiary governance framework that applies globally and includes three elements:

 

BMO and the board communicate with shareholders and other stakeholders in various ways and maintain ongoing dialogue to exchange ideas and receive constructive feedback.

 

Disclosure practices

BMO’s Disclosure Standard includes guidance for determining whether information is material (as defined by securities legislation), and describes the proper and timely distribution of disclosure and material information. The Audit and Conduct Review Committee reviews and approves the standard every two years.

The Chief Financial Officer (CFO) and the General Counsel determine what information is material.

The Disclosure Committee (chaired by the CFO and made up of members of senior management) reviews all annual and interim filings before they are publicly released.

An attestation process supports CEO and CFO certifications of the adequacy of our financial disclosure. Our most senior executives make quarterly and annual representations specific to their area of responsibility to the Controller and Chief Accountant, including declaring that any potentially material issues they know of have been escalated to the Controller and Chief Accountant under our financial governance processes.

Additional Documents

 

Documents available on our website (www.bmo.com/corporategovernance) include:
• Our Code of Conduct		• Statement of Corporate Governance Practices • Director Conflict of Interest Policy • Board Diversity Policy • Shareholder Engagement Policy • Proxy Access Policy • Majority Voting Policy • Annual Report • Annual Information Form
• Our By-Laws
• The Board Mandate and charters for each of the board’s committees
• Position descriptions for each of the Chair, the committee chairs and the directors
• Director Independence Standards

 

 

Sustainability is embedded in our purpose, including our Climate Ambition to be our clients’ lead partner in their pursuit of energy and climate resilience.⁽¹⁾ We take steps to manage our business in a manner that is consistent with our long-term risk management and financial goals, while considering our impact on communities, society and stakeholders.

Responsibility for the oversight of sustainability is incorporated within the mandate of our board of directors, and each standing committee has responsibility for the oversight of sustainability, including climate change risks and opportunities, that fall within its purview.

The board reviews BMO’s sustainability and climate-related reporting, and climate considerations are integrated into quarterly reporting to the board, as appropriate. The board also approves the Enterprise Risk Appetite Statement, which includes the Environmental and Social Risk Appetite Statement.

The Audit and Conduct Review Committee oversees issues related to sustainability governance and disclosure, and approves our annual Sustainability and Climate Report.

The Risk Review Committee assists the board of directors in meeting its oversight responsibilities for the identification, assessment and management of our exposure to environmental and social risk, including risks arising from climate change, and our adherence to risk management corporate policies, and for complying with risk-related regulatory requirements. The Risk Review Committee also approves the Environmental and Social Risk Corporate Policy.

The Audit and Conduct Review Committee and Risk Review Committee jointly review climate-related targets and BMO’s Climate Transition Action Plan.

The Human Resources Committee oversees and monitors compensation principles and policies, and their alignment with risk management and sustainability, including climate change, and has responsibility for the alignment of executive compensation with performance against our strategic priorities which include sustainability. The Human Resources Committee also has oversight of human resources strategies relating to inclusion and health and well-being.

The Governance and Nominating Committee regularly reviews the charters of our board of directors and its committees to assess the coverage and alignment of their responsibilities for overseeing sustainability issues within their respective mandates.

Recognizing the business opportunities and risks arising from sustainability practices, BMO’s board has adopted a skills matrix for its directors which includes sustainability-related skills and experience, alongside other criteria. Several board members have such experience as detailed in their biographies, and they are represented on each committee of the board. Board members are provided with ongoing training including substantive educational materials on sustainability related matters and updates on climate related topics.

For additional information on how we govern, manage and measure environmental, social and governance risks and opportunities related to our business, please refer to our sustainability and climate reporting. Our reporting is informed by regulatory requirements including OSFI’s Guideline B-15: Climate Risk Management, and references sustainability reporting standards including those from the Sustainability Accounting Standards Board (SASB), Canadian Sustainability Disclosure Standards (CSDS), the Task Force on Climate-related Financial Disclosures (TCFD) and others. Please refer to our website at www.bmo.com/en-ca/main/about-bmo/our-impact/clients/sustainability.

 

BMO’s strategy is grounded in the strength of its people.

The board and the Human Resources Committee together oversee BMO’s leadership.

The Human Resources Committee is responsible for overseeing BMO’s human resources strategy, including making sure BMO builds teams that can deliver the bank’s business strategy, has an inclusive culture that supports and empowers its people, and talent processes that are simplified, integrated and digitized.

Senior leadership succession

The board appoints the CEO and other members of senior leadership, and monitors their performance, goals, assessments and rewards. It oversees and monitors the CEO succession plan, and the succession strategy for all other senior leadership positions.

The Human Resources Committee reviews BMO’s senior leadership pipeline every year and develops succession plans for the CEO and other senior executive roles.

Leadership development

BMO provides opportunities to all employees, regardless of gender, race, ethnicity, disability, sexual orientation, gender identity, religion, marital status and or age. We have established priorities to enhance inclusive leadership behaviours. BMO identifies top talent, implements development plans for high-potential talent and identifies and removes barriers to provide access to leadership and development opportunities for all employees.

BMO carefully considers a broad range of criteria for senior leadership positions and aims to have at least 40% of its senior leadership roles held by women, which has been the case since 2016. As of October 31, 2025, 40.4% of the bank’s senior leadership roles, which include the Bank’s Executive Committee and all executive and managing director levels, were held by women. Women currently comprise 16.7% (2 out of 12) of BMO’s Executive Committee.

All members of Executive Committee speak English fluently, one speaks each of French, Hindi and Marathi fluently.

The Human Resources Committee and board monitor Executive Committee composition closely through its oversight of executive appointments and succession planning.

For information on board diversity, please see skills and diversity on page 27.

 

Good governance starts with our board of directors. We get the board composition and structure right by having well-informed nominees with relevant skills and qualifications, diverse experience and perspectives, and independence from management. This builds a strong and effective board positioned for better decision-making and more effective oversight to drive BMO’s success.

The board and the Governance and Nominating Committee believe a relatively smaller board is more effective, while recognizing the need to maintain flexibility to address certain needs or opportunities

as they arise. It reviews board size every year to make sure it will promote engagement and quality discussion with management, ensure the right caliber and scope of director expertise, allow for thoughtful director succession and provide for effective committee membership.

This year the board has proposed 14 directors for the board – all of the nominees currently serve as directors. Directors are elected for a one-year term. The board can appoint directors between shareholder meetings.

 

The board reviews and approves position descriptions (available at www.bmo.com/corporategovernance) annually for the Board Chair, committee chairs, and directors. The board also develops the position description for the CEO, with the CEO’s input, which is approved annually by the Human Resources Committee.

 

 

The board must be independent of management to be effective.

All members of the board are independent except our CEO, who is required by the Bank Act (Canada) to be a member of BMO’s board. The board’s policies limit the number of inside directors to two.

 

 

 

The Governance and Nominating Committee is responsible for orientation and the continuing education and development of our directors.

New directors learn about our business through BMO’s director orientation program. All directors are provided with tools and information to make sure they are continuously improving their knowledge to support the complex and evolving role of director at one of North America’s major banks.

The Chair of the Board facilitates in camera sessions at every board meeting, providing opportunities to further build relationships, confidences and cohesion among directors. These sessions also provide an opportunity for directors to provide feedback on board processes.

 

 

The Corporate Secretary’s Office is responsible for implementing the director orientation program, which gives new directors the information they need to understand the bank, the financial industry and board operations so they experience a smooth transition into their roles as members of the board and board committees.

Each new director is immediately appointed to at least one board committee and each board committee also has an orientation program. New committee members receive orientation material for

each committee they serve on, and meet individually with the committee chair, the head of the supporting corporate group, and other senior officers as necessary.

The Chair of the Board and the Chair of the Governance and Nominating Committee personally welcome new directors, answering questions and assisting with the logistics of board meetings and board processes to ensure that their overall needs are met.

 

Directors are required to devote enough time and energy to effectively carry out their duties to the bank and the board. Board meetings are set well in advance, and directors are expected to attend all meetings of the board and of the committees they serve on. Committee meeting minutes are also provided to all directors who are not on the committee.

They must come to meetings prepared: directors are given timely access to comprehensive board materials, including minutes from previous board and committee meetings, and are expected to review them before each meeting. This helps facilitate discussion and makes sure directors are properly prepared to probe, challenge management and exercise informed business judgment.

 

Outside directorships are monitored to make sure directors can operate with independent judgment and have the time available to commit to BMO’s board. The board’s policies require a director seeking to become a member of the board of another public company to notify the Board Chair before accepting the position to consider potential conflicts and time commitments.