content_image/7449.jpg content_image/7448.jpg content_image/7447.jpg content_image/7445.jpg content_image/7446.jpg
## Stewardship 

The Board of Directors, either directly or through Board committees, is responsible for supervising the manage- ment of the business and affairs of BMO Financial Group. Among its many specific duties, the Board approves strategic plans and objectives, provides advice and counsel to the 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 compen- sation for and, if necessary, replaces the CEO. 

The Board fulfills its stewardship responsibilities through various initiatives. For instance, it sponsors an annual all-day strategy session, which enables directors to gain a fuller appreciation of planning priorities and provides them with the opportunity to give constructive feedback to management. The Board also ensures we have a prudent and professional risk management framework, and confirms the integrity of the organization’s internal control and management information system. Additionally, the Board oversees succession planning for senior man- agement, including the CEO. Ensuring fair treatment of shareholders, irrespective of the size of their individual holdings,isalsoaprincipalconcernfortheBoard. 

## Independence 

The Board of Directors is responsible for making sure that appropriate structures and procedures are in place so that it can function independently of management. 

All members of the Board are “unaffiliated”, with the exception of the Chairman and CEO, pursuant to the relationship rules set forth in the Bank Act. The current 

## BOARD OF DIRECTORS CONTINUED 

<img src='content_image/7449.jpg'>

<img src='content_image/7448.jpg'>

<img src='content_image/7447.jpg'>

15-person Board is a very workable size for effective decision-making and committee work. 

At the same time, the Board ensures that all of its committees are composed of outside directors, except the Executive Committee, which includes the Chairman and CEO as a member. (Full details of the committee mandates are set out in the Proxy Circular.) 

Additionally, the Board mandates the Chair of the Governance Committee to serve as the lead director and chair in camera sessions held during every Board meeting at which only non-management directors are present. It is also the responsibility of the Board to assess the appropriate- ness of any shareholder proposals for inclusion in our Proxy Circular and to formulate responses to those proposals. 

Independent governance is further ensured by our Board Approval/Oversight Guidelines , which clearly dis- tinguish matters requiring Board approval from those within the purview of management, which are reported to the Board after the fact. 

## Effectiveness 

The Board is responsible for ensuring its effectiveness. To that end, it monitors membership in order to maintain the necessary breadth and diversity of experience as well as the appropriate size. In addition, the Board oversees orientation and education programs for directors. As part of the orientation program, new directors meet one-on-one with the heads of each of the principal business groups to discuss the business functions and activities of the organi- zation. On a regular basis, presentations are provided to directors on the various aspects of BMO’s operations. 

<img src='content_image/7445.jpg'>

<img src='content_image/7446.jpg'>

