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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/01/23 Bank of Montreal/CAN 40-F 10/31/23 210:67M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 40-F Annual Report by a Canadian Issuer HTML 2.24M
2: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 81K
Awarded Compensation
3: EX-99.1 Miscellaneous Exhibit HTML 458K
4: EX-99.2 Miscellaneous Exhibit HTML 7.29M
5: EX-99.3 Miscellaneous Exhibit HTML 7.76M
6: EX-99.4 Miscellaneous Exhibit HTML 69K
7: EX-99.5 Miscellaneous Exhibit HTML 65K
8: EX-99.6 Miscellaneous Exhibit HTML 65K
9: EX-99.7 Miscellaneous Exhibit HTML 62K
15: R1 Cover Page HTML 130K
16: R2 Consolidated Statement of Income HTML 171K
17: R3 Consolidated Statement of Income (Parenthetical) HTML 64K
18: R4 Consolidated Statement of Comprehensive Income HTML 128K
19: R5 Consolidated Balance Sheet HTML 170K
20: R6 Consolidated Statement of Changes in Equity HTML 161K
21: R7 Consolidated Statement of Cash Flows HTML 176K
22: R8 Consolidated Statement of Cash Flows HTML 64K
(Parenthetical)
23: R9 IFRS 7 Disclosure HTML 946K
24: R10 Basis of Presentation HTML 170K
25: R11 Cash and Interest Bearing Deposits with Banks HTML 74K
26: R12 Securities HTML 691K
27: R13 Loans and Allowance for Credit Losses HTML 803K
28: R14 Risk Management HTML 69K
29: R15 Transfers of Financial Assets HTML 97K
30: R16 Structured Entities HTML 169K
31: R17 Derivative Instruments HTML 990K
32: R18 Premises and Equipment HTML 188K
33: R19 Acquisitions and Divestitures HTML 140K
34: R20 Goodwill and Intangible Assets HTML 224K
35: R21 Other Assets HTML 84K
36: R22 Deposits HTML 154K
37: R23 Other Liabilities HTML 129K
38: R24 Subordinated Debt HTML 106K
39: R25 Equity HTML 230K
40: R26 Fair Value of Financial Instruments and HTML 734K
Trading-Related Revenue
41: R27 Offsetting of Financial Assets and Financial HTML 138K
Liabilities
42: R28 Capital Management HTML 91K
43: R29 Employee Compensation - Share-Based Compensation HTML 138K
44: R30 Employee Compensation - Pension and Other Employee HTML 345K
Future Benefits
45: R31 Income Taxes HTML 250K
46: R32 Earnings Per Share HTML 93K
47: R33 Commitments, Guarantees, Pledged Assets, HTML 156K
Provisions and Contingent Liabilities
48: R34 Operating and Geographic Segmentation HTML 218K
49: R35 Significant Subsidiaries HTML 96K
50: R36 Related Party Transactions HTML 99K
51: R37 Accounting Policies (Policies) HTML 155K
52: R38 IFRS 7 Disclosure (Tables) HTML 875K
53: R39 Basis of Presentation (Tables) HTML 81K
54: R40 Cash and Interest Bearing Deposits with Banks HTML 71K
(Tables)
55: R41 Securities (Tables) HTML 673K
56: R42 Loans and Allowance for Credit Losses (Tables) HTML 768K
57: R43 Transfers of Financial Assets (Tables) HTML 88K
58: R44 Structured Entities (Tables) HTML 150K
59: R45 Derivative Instruments (Tables) HTML 947K
60: R46 Premises and Equipment (Tables) HTML 184K
61: R47 Acquisitions and Divestitures (Tables) HTML 125K
62: R48 Goodwill and Intangible Assets (Tables) HTML 220K
63: R49 Other Assets (Tables) HTML 81K
64: R50 Deposits (Tables) HTML 154K
65: R51 Other Liabilities (Tables) HTML 121K
66: R52 Subordinated Debt (Tables) HTML 104K
67: R53 Equity (Tables) HTML 215K
68: R54 Fair Value of Financial Instruments and HTML 702K
Trading-Related Revenue (Tables)
69: R55 Offsetting of Financial Assets and Financial HTML 136K
Liabilities (Tables)
70: R56 Capital Management (Tables) HTML 81K
71: R57 Employee Compensation - Share-Based Compensation HTML 127K
(Tables)
72: R58 Employee Compensation - Pension and Other Employee HTML 336K
Future Benefits (Tables)
73: R59 Income Taxes (Tables) HTML 243K
74: R60 Earnings Per Share (Tables) HTML 90K
75: R61 Commitments, Guarantees, Pledged Assets, HTML 137K
Provisions and Contingent Liabilities (Tables)
76: R62 Operating and Geographic Segmentation (Tables) HTML 208K
77: R63 Significant Subsidiaries (Tables) HTML 88K
78: R64 Related Party Transactions (Tables) HTML 97K
79: R65 IFRS 7 Disclosure - Credit and Counterparty Risk - HTML 81K
Additional Information (Detail)
80: R66 IFRS 7 Disclosure - Credit and Counterparty Risk - HTML 149K
Schedule of Total Credit Risk Exposures (Detail)
81: R67 IFRS 7 Disclosure - Credit and Counterparty Risk - HTML 73K
Schedule of Total Credit Risk Exposures
(Parenthetical) (Detail)
82: R68 IFRS 7 Disclosure - Market Risk - Additional HTML 92K
Information (Detail)
83: R69 IFRS 7 Disclosure - Market Risk - Summary Total HTML 99K
Trading Value at Risk (VaR) (Detail)
84: R70 IFRS 7 Disclosure - Market Risk - Structural HTML 77K
Balance Sheet Interest Rate Sensitivity (Detail)
85: R71 Contractual Maturities of Assets and Liabilities HTML 302K
and Off-Balance Sheet Commitments - Summary of
Remaining Contractual Maturity (Detail)
86: R72 Basis of Presentation - Summary of Quantitative HTML 80K
Information for Financial Instruments (Detail)
87: R73 Basis of Presentation - Additional Information HTML 89K
(Detail)
88: R74 Cash and Interest Bearing Deposits with Banks - HTML 70K
Disclosure of Cash and Interest Bearing Deposits
with Banks (Detail)
89: R75 Cash and Interest Bearing Deposits with Banks - HTML 64K
Additional Information (Detail)
90: R76 Securities - Additional Information (Detail) HTML 93K
91: R77 Securities - Schedule of Fair Value Measurement HTML 494K
(Detail)
92: R78 Securities - Schedule of Unrealized Gains and HTML 121K
Losses (Detail)
93: R79 Securities - Summary of Interest Income Calculated HTML 71K
Using Effective Interest Method (Detail)
94: R80 Securities - Summary of Non-Interest Revenue HTML 69K
(Detail)
95: R81 Loans and Allowance for Credit Losses - Additional HTML 123K
Information (Detail)
96: R82 Loans and Allowance for Credit Losses - Schedule HTML 80K
of Purchased Credit Impaired Loans Acquired
(Detail)
97: R83 Loans and Allowance for Credit Losses - Summary of HTML 243K
Credit Risk Exposures for Loans Carried at
Amortized Cost, FVOCI or FVTPL (Detail)
98: R84 Loans and Allowance for Credit Losses - Summary of HTML 84K
Credit Risk Exposures for Loans Carried at
Amortized Cost, FVOCI or FVTPL (Parenthetical)
(Detail)
99: R85 Loans and Allowance for Credit Losses - Summary of HTML 186K
Continuity in Loss Allowance by Each Product Type
(Detail)
100: R86 Loans and Allowance for Credit Losses - Summary of HTML 72K
Continuity in Loss Allowance by Each Product Type
(Parenthetical) (Detail)
101: R87 Loans and Allowance for Credit Losses - Schedule HTML 89K
of Loans and Allowance for Credit Losses by
Geographic Region (Detail)
102: R88 Loans and Allowance for Credit Losses - Schedule HTML 69K
of Loans and Allowance for Credit Losses by
Geographic Region (Parenthetical) (Detail)
103: R89 Loans and Allowance for Credit Losses - Schedule HTML 99K
of impaired loans, including the related
allowances (Detail)
104: R90 Loans and Allowance for Credit Losses - Schedule HTML 67K
of impaired loans, including the related
allowances (Parenthetical) (Detail)
105: R91 Loans and Allowance for Credit Losses - Summary of HTML 83K
Loans that are Past Due but not Classified as
Impaired (Detail)
106: R92 Loans and Allowance for Credit Losses - Summary of HTML 67K
Loans that are Past Due but not Classified as
Impaired (Parenthetical) (Detail)
107: R93 Loans and Allowance for Credit Losses - Summary of HTML 100K
Key Economic Variables Used to Estimate Allowance
on Performing Loans During Forecast Period
(Detail)
108: R94 Transfers of Financial Assets - Additional HTML 93K
Information (Detail)
109: R95 Transfers of Financial Assets - Summary of HTML 78K
Carrying Value and Fair Value of Transferred
Assets That Did Not Qualify for Derecognition and
Associated Liabilities Relating to Loan
Securitizations (Detail)
110: R96 Structured Entities - Summary of Carrying Amount HTML 82K
and Fair Value (Detail)
111: R97 Structured Entities - Additional Information HTML 122K
(Detail)
112: R98 Structured Entities - Schedule of Unconsolidated HTML 107K
Structured Entities (Detail)
113: R99 Derivative Instruments - Additional Information HTML 72K
(Detail)
114: R100 Derivative Instruments - Schedule of Fair Value of HTML 256K
Derivative Instruments (Detail)
115: R101 Derivative Instruments - Schedule of Fair Value of HTML 66K
Derivative Instruments (Parenthetical) (Detail)
116: R102 Derivative Instruments - Schedule of Notional HTML 164K
Amounts of Trading Derivatives (Detail)
117: R103 Derivative Instruments - Schedule of Notional HTML 175K
Amount and Average Rates of Derivatives and the
Carrying Amount of Deposits Designated as Hedging
Instruments, by Term to Maturity (Detail)
118: R104 Derivative Instruments - Schedule of Notional HTML 96K
Amount and Average Rates of Derivatives and the
Carrying Amount of Deposits Designated as Hedging
Instruments, by Term to Maturity (Parenthetical)
(Detail)
119: R105 Derivative Instruments - Cash Flow Hedges and Net HTML 107K
Investment Hedges Information Related To Items
Designated As Hedging Instruments, Hedged Items
and Hedge Ineffectiveness (Detail)
120: R106 Derivative Instruments - Cash Flow Hedges and Net HTML 103K
Investment Hedges Reconciliation Related To
Impacts on Consolidated Statement of Other
Comprehensive Income, On a Pre-Tax Basis (Detail)
121: R107 Derivative Instruments - Cash Flow Hedges and Net HTML 72K
Investment Hedges Reconciliation Related To
Impacts on Consolidated Statement of Other
Comprehensive Income, On a Pre-Tax Basis
(Parenthetical) (Detail)
122: R108 Derivative Instruments - Derivatives Designated As HTML 101K
Fair Value Hedging Instruments, Hedged Items and
Hedge Ineffectiveness (Detail)
123: R109 Derivative Instruments - Derivatives Designated As HTML 66K
Fair Value Hedging Instruments, Hedged Items and
Hedge Ineffectiveness (Parenthetical) (Detail)
124: R110 Derivative Instruments - Schedule of HTML 157K
Derivative-Related Credit Risk (Detail)
125: R111 Derivative Instruments - Schedule of Remaining HTML 194K
Contractual Terms to Maturity for Notional Amounts
of Derivative Contracts (Detail)
126: R112 Premises and Equipment - Summary of Maximum HTML 78K
Estimated Useful Lives to Amortize Assets (Detail)
127: R113 Premises and Equipment - Additional Information HTML 66K
(Detail)
128: R114 Premises and Equipment - Summary of Premises and HTML 140K
Equipment (Detail)
129: R115 Acquisitions and Divestitures - Additional HTML 169K
Information (Detail)
130: R116 Acquisitions and Divestitures - Summary of Fair HTML 119K
Value of Assets Acquired and Liabilities Assumed
at The Date of Acquisition (Detail)
131: R117 Acquisitions and Divestitures - Summary of Fair HTML 68K
Value of Assets Acquired and Liabilities Assumed
at The Date of Acquisition (Parenthetical)
(Detail)
132: R118 Goodwill and Intangible Assets - Additional HTML 85K
Information (Detail)
133: R119 Goodwill and Intangible Assets - Summary of HTML 91K
Continuity of Goodwill By Group of CGUs (Detail)
134: R120 Goodwill and Intangible Assets - Summary of HTML 124K
Intangible Assets (Detail)
135: R121 Goodwill and Intangible Assets - Summary of HTML 74K
Intangible Assets (Parenthetical) (Detail)
136: R122 Other Assets - Components of Other within Other HTML 87K
Assets (Detail)
137: R123 Other Assets - Components of Other within Other HTML 70K
Assets (Parenthetical) (Detail)
138: R124 Deposits - Summary of Deposits (Detail) HTML 91K
139: R125 Deposits - Summary of Deposits (Parenthetical) HTML 74K
(Detail)
140: R126 Deposits - Additional Information (Detail) HTML 67K
141: R127 Deposits - Summary of Deposits payable on a fixed HTML 76K
(Detail)
142: R128 Deposits - Summary of maturity schedule for HTML 78K
deposits greater than one hundred thousand dollars
booked in Canada (Detail)
143: R129 Deposits - Summary of fair value and changes in HTML 71K
fair value of structured note liabilities (Detail)
144: R130 Other Liabilities - Summary of Components of Other HTML 96K
within Other Liabilities (Detail)
145: R131 Other Liabilities - Summary Of Fair Value Changes HTML 73K
in Investment Securities (Detail)
146: R132 Other Liabilities - Additional Information HTML 83K
(Detail)
147: R133 Other Liabilities - Reconciliation of Change in HTML 78K
Insurance-Related Liabilities (Detail)
148: R134 Other Liabilities - Summary of Reinsurance HTML 68K
Premiums Ceded (Detail)
149: R135 Subordinated Debt - Summary of Maturities of HTML 111K
Subordinated Debt and Repayment (Detail)
150: R136 Subordinated Debt - Summary of Maturities of HTML 89K
Subordinated Debt and Repayment (Parenthetical)
(Detail)
151: R137 Equity - Summary of Classes of Preferred and HTML 136K
Common Shares Outstanding (Detail)
152: R138 Equity - Summary of Classes of Preferred and HTML 74K
Common Shares Outstanding (Parenthetical) (Detail)
153: R139 Equity - Summary of Prefered Share Rights and HTML 109K
Privileges (Detail)
154: R140 Equity - Schedule of the Equity Instrument HTML 82K
(Detail)
155: R141 Equity - Additional Information (Detail) HTML 164K
156: R142 Fair Value of Financial Instruments and HTML 96K
Trading-Related Revenue - Summary of Financial
Instruments Designated At Fair Value Through
Profit Or Loss (Detail)
157: R143 Fair Value of Financial Instruments and HTML 90K
Trading-Related Revenue - Summary of Financial
Instruments Designated At Fair Value Through
Profit Or Loss (Parenthetical) (Detail)
158: R144 Fair Value of Financial Instruments and HTML 258K
Trading-Related Revenue - Summary of Fair Value
Measurement of Assets And Liabilities (Detail)
159: R145 Fair Value of Financial Instruments and HTML 83K
Trading-Related Revenue - Summary of Fair Value
Measurement of Investment (Detail)
160: R146 Fair Value of Financial Instruments and HTML 77K
Trading-Related Revenue - Summary of Transfers
Between Level 1 and Level 2 (Detail)
161: R147 Fair Value of Financial Instruments and HTML 200K
Trading-Related Revenue - Summary of Changes in
Level 3 Instruments Carried At Fair Value (Detail)
162: R148 Fair Value of Financial Instruments and HTML 74K
Trading-Related Revenue - Summary of Changes in
Level 3 Instruments Carried At Fair Value
(Parenthetical) (Detail)
163: R149 Fair Value of Financial Instruments and HTML 79K
Trading-Related Revenue - Summary of Trading
Revenue (Detail)
164: R150 Offsetting of Financial Assets and Financial HTML 122K
Liabilities - Summary of Amounts Offset and Not
Offset in the Consolidated Balance Sheet (Detail)
165: R151 Capital Management - Additional Information HTML 80K
(Detail)
166: R152 Capital Management - Summary of Regulatory Capital HTML 82K
Measure and Risk-Weighted Assets (Detail)
167: R153 Employee Compensation - Share-Based Compensation - HTML 125K
Additional Information (Detail)
168: R154 Employee Compensation - Share-Based Compensation - HTML 91K
Summary of Information about our Stock Option Plan
(Detail)
169: R155 Employee Compensation - Share-Based Compensation - HTML 97K
Summary of Options Outstanding and Exercisable by
Range of Exercise Price (Detail)
170: R156 Employee Compensation - Share-Based Compensation - HTML 68K
Summary of Further Information about our Stock
Option Plan (Detail)
171: R157 Employee Compensation - Share-Based Compensation - HTML 77K
Summary of Ranges of Values used for each Option
Pricing Assumption (Detail)
172: R158 Employee Compensation - Pension and Other Employee HTML 75K
Future Benefits - Additional Information (Detail)
173: R159 Employee Compensation - Summary of Plan HTML 82K
Information for Past Two Years (Detail)
174: R160 Employee Compensation - Summary of Pension and HTML 88K
Other Employee Future Benefit Expenses (Detail)
175: R161 Employee Compensation - Summary of HTML 81K
Weighted-average Assumptions (Detail)
176: R162 Employee Compensation - Summary of HTML 91K
Weighted-average Assumptions (Parenthetical)
(Detail)
177: R163 Employee Compensation - Summary of Current Life HTML 79K
Expectancies Underlying the Amounts of the Defined
Benefit Obligations (Detail)
178: R164 Employee Compensation - Summary of Changes in HTML 153K
Estimated Financial Positions of Defined Benefit
Pension Plans and Other Employee Future Benefit
Plans (Detail)
179: R165 Employee Compensation - Summary Of Asset HTML 98K
Allocation Ranges, Weighted-Average Actual Asset
Allocations And Fair Values Of Plan Assets
(Detail)
180: R166 Employee Compensation - Summary of Changes in HTML 103K
Number of Key Assumption (Detail)
181: R167 Employee Compensation - Summary of Changes in HTML 69K
Number of Key Assumption (Parenthetical) (Detail)
182: R168 Employee Compensation - Summary of Duration of HTML 71K
Defined Benefit Obligation (Detail)
183: R169 Employee Compensation - Summary of Cash payments HTML 74K
in connection with employee future benefit plans
(Detail)
184: R170 Income Taxes - Additional Information (Detail) HTML 100K
185: R171 Income Taxes - Summary of Provision for Income HTML 115K
Taxes (Detail)
186: R172 Income Taxes - Summary of Effective Tax Rates HTML 94K
(Detail)
187: R173 Income Taxes - Summary of Components of Deferred HTML 132K
Income Tax Balances (Detail)
188: R174 Earnings Per Share - Summary of Basic and Diluted HTML 86K
Earnings Per Share (Detail)
189: R175 Earnings Per Share - Summary of Basic and Diluted HTML 67K
Earnings Per Share (Parenthetical) (Detail)
190: R176 Commitments, Guarantees, Pledged Assets, HTML 81K
Provisions and Contingent Liabilities - Summary of
Maximum Amounts Payable Under Various Commitments
(Detail)
191: R177 Commitments, Guarantees, Pledged Assets, HTML 66K
Provisions and Contingent Liabilities - Summary of
Maximum Amount Payable Under Various Commitments
(Parenthetical) (Detail)
192: R178 Commitments, Guarantees, Pledged Assets, HTML 106K
Provisions and Contingent Liabilities - Summary of
Pledged Assets collateral and Activities (Detail)
193: R179 Commitments, Guarantees, Pledged Assets, HTML 73K
Provisions and Contingent Liabilities - Summary of
Pledged Assets collateral and Activities
(Parenthetical) (Detail)
194: R180 Commitments, Guarantees, Pledged Assets, HTML 81K
Provisions and Contingent Liabilities - Additional
Information (Detail)
195: R181 Commitments, Guarantees, Pledged Assets, HTML 81K
Provisions and Contingent Liabilities - Summary of
Changes In Provision Balance (Detail)
196: R182 Operating and Geographic Segmentation - Additional HTML 76K
Information (Detail)
197: R183 Operating and Geographic Segmentation - Summary of HTML 145K
Average Assets, Grouped by Operating Segment
(Detail)
198: R184 Operating and Geographic Segmentation - Summary of HTML 70K
Average Assets, Grouped by Operating Segment
(Parenthetical) (Detail)
199: R185 Operating and Geographic Segmentation - Summary of HTML 86K
Average Assets, Grouped by Geographic Region
(Detail)
200: R186 Significant Subsidiaries - Summary of Significant HTML 126K
Operating Subsidiaries (Detail)
201: R187 Significant Subsidiaries - Summary of Significant HTML 65K
Operating Subsidiaries (Parenthetical) (Detail)
202: R188 Related Party Transactions - Summary of HTML 72K
Compensation of Key Management Personnel (Detail)
203: R189 Related Party Transactions - Additional HTML 68K
Information (Detail)
204: R190 Related Party Transactions - Summary of Carrying HTML 72K
amount in Joint Venture and Asoociated Companies
(Detail)
205: R191 Related Party Transactions - Summary of HTML 72K
Transaction With Joint Ventures and Associates
(Detail)
208: XML IDEA XML File -- Filing Summary XML 428K
206: XML XBRL Instance -- d551461d40f_htm XML 22.21M
207: EXCEL IDEA Workbook of Financial Report Info XLSX 647K
11: EX-101.CAL XBRL Calculations -- bmo-20231031_cal XML 414K
12: EX-101.DEF XBRL Definitions -- bmo-20231031_def XML 3.43M
13: EX-101.LAB XBRL Labels -- bmo-20231031_lab XML 4.33M
14: EX-101.PRE XBRL Presentations -- bmo-20231031_pre XML 3.79M
10: EX-101.SCH XBRL Schema -- bmo-20231031 XSD 962K
209: JSON XBRL Instance as JSON Data -- MetaLinks 1,033± 1.70M
210: ZIP XBRL Zipped Folder -- 0001193125-23-287420-xbrl Zip 3.50M
| EX-97.1 |
Exhibit 97.1
| BANK OF MONTREAL BOARD OF DIRECTORS’ POLICIES |
|
December 1, 2009 Amended April 1, 2019 Amended October 24, 2023 |
|
Clawback and Recoupment Policy
The Bank or a Bank affiliate may recoup or otherwise recover of some or all of the incentive compensation paid to, or benefit thereof received, by an individual who is an (a) Executive, (b) a Capital Markets employee at the Managing Director level or above, or (c) who occupies an individual Material Risk Employee role, in each case in the following circumstance(s) (“Trigger Event”):
| 1) | The Bank’s annual financial statements are restated or the Bank’s quarterly financial statements are restated (“Financial Restatement” as defined in Schedule A), with the exception that for Executive Officers, discretion will not be exercised in deciding whether to recoup incentive compensation based on a Financial Measure (as defined in Schedule A) received by an Executive Officer, or the amount to be recouped, pursuant to the requirements of U.S. Securities Exchange Act and the NYSE listing standards; |
| 2) | The individual engages in, is wilfully blind to, or fails to report or prevent, conduct that falls short of legal, professional, internal conduct, and/ or ethical standards which, in turn, caused or could have caused significant financial or reputational harm to the Bank; |
| 3) | The individual was negligent, including in a supervisory capacity, in managing risk, which resulted in or could have resulted in significant financial or reputational harm to the Bank; and/or |
| 4) | Recoupment is required by an applicable law, rule or regulation, stock exchange rule or regulatory body having jurisdiction. |
Incentive compensation includes compensation based on a Financial Measure and may include any short-term, mid-term, or long-term incentive compensation already paid to the affected individual, including compensation that was determined, based or calculated upon such incentive compensation (including, without limitation, any amounts under any long-term disability, life insurance or supplemental retirement or severance plan or agreement or any notional account that is based thereon, as well as any earnings or dividend equivalents accrued thereon). Incentive compensation based on a Financial Measure is considered received in the Bank’s fiscal period during which the Financial Reporting Measure applicable to such Compensation is attained, even if the payment or grant of the FRM-Based Compensation occurs after the end of that period.
The Bank shall not indemnify any Executive Officers, directly or indirectly, for any incentive compensation based on a Financial Measure recouped under this Policy, and no Executive Officer will be entitled to any compensation, tax-gross up or damages in respect of any amounts that are recouped pursuant to this Policy. Recoupment under this Policy shall not be considered to be or give rise to an event or action of the Company constituting “good reason” for resignation (or any similar concept) under any agreement, incentive plan or award of the Bank.
The lookback period, within which the recoupment of incentive compensation may be sought is either: (a) three full fiscal years preceding the date upon which the Human Resources Committee (“HRC”) makes its determination (or reasonably should have made a determination) that a Trigger Event has occurred, or (b) the period required by applicable law, rule or regulation, stock exchange rule or regulatory body having jurisdiction, whichever period is longer.
| BANK OF MONTREAL BOARD OF DIRECTORS’ POLICIES |
|
December 1, 2009 Amended April 1, 2019 Amended October 24, 2023 |
|
Except in cases of Financial Restatement with respect to an Executive Officer, the HRC shall determine in its discretion the amounts, if any, to be recouped from an affected individual, provided that any such determinations affecting a current CEO of the Bank shall be made by the Board.
Discretion shall not be exercised in respect of the recoupment of any incentive compensation based on a Financial Measure received by an Executive Officer in connection with a Financial Restatement. In such cases, the HRC shall determine the recoupment amount (the “Restatement Recoupment Amount”) to be the amount by which the incentive compensation based on a Financial Measure received by the Executive Officer during the lookback period, exceeds the amount the Executive Officer would have received during that period had it been determined based on the restated amounts in the Financial Restatement, measured on a before-tax basis. Where the Restatement Recoupment Amount is not subject to mathematical recalculation directly from the information in the Financial Restatement, then the Restatement Recoupment Amount will be based on a reasonable estimate of the effect of the Financial Restatement on the applicable Financial Reporting Measure and the Bank make the documentation related to that determination available to the applicable stock exchange or regulatory body having jurisdiction.
This Policy is designed to comply with, and shall be interpreted to be consistent with, Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10D 1 promulgated under the Exchange Act (“Rule 10D 1”) and Section 303A.14 of the New York Stock Exchange Listed Company Manual.
Any determinations made by the HRC shall be final and binding on all affected individuals and need not be uniform with respect to each individual covered by the Policy.
The methods that may be used by the Bank to recoup incentive compensation pursuant to this Policy are set out in Schedule B.
Schedule A – Definitions
Bank: Bank of Montreal.
Board: Board of Directors for the Bank.
CEO: BMO Financial Group Chief Executive Officer.
Executive Officer: Any person who holds or held the following positions during the lookback period (i) the Bank’s Chief Executive Officer, (ii) the Bank’s Chief Financial Officer, (iii) the Bank’s principal accounting officer (or if there is no such accounting officer, its controller), (iv) any vice-president in charge of a principal business unit, division or function (such as sales, administration or finance) of the Bank, (v) any other officer who performs a policy-making function for the Bank (including any officer of the Bank’s subsidiaries if they perform policy-making functions for the Bank) and (vi) any other person who performs similar policy-making functions for the Bank. For greater certainty, all Executive Officers are Material Risk Employees for the purposes of this Policy.
| BANK OF MONTREAL BOARD OF DIRECTORS’ POLICIES |
|
December 1, 2009 Amended April 1, 2019 Amended October 24, 2023 |
|
Financial Reporting Measure: any (i) measure that is determined and presented in accordance with the accounting principles used in preparing the Bank’s financial statements, (ii) stock price, (iii) total shareholder return, and (iv) any measures that are derived wholly or in part from any measure referenced in (i), (ii) or (iii). Such measures need not be presented within the Bank’s financial statements or included in a filing with the U.S. Securities and Exchange Commission to constitute a Financial Reporting Measure.
Financial Restatement: an accounting restatement of any of the interim quarterly or annual consolidated financial statements of the Bank due to the material non-compliance of the Bank with any financial reporting requirement under securities laws, including any required accounting restatement to correct:
| a) | an error in previously issued financial statements that is material to the previously issued financial statements, or |
| b) | that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, |
but does not include:
| • | an out-of-period adjustment (i.e., the correction of an immaterial error in previously-issued financial statements, provided that such correction is immaterial to the current period); |
| • | an accounting restatement pursuant to an order issued by an applicable securities regulatory authority (provided such order is unrelated to any material non-compliance of the Bank with any financial reporting requirement under securities laws); |
| • | the retrospective application of a change in accounting principles; |
| • | the retrospective revision to reportable segment information due to a change in the structure of the Bank’s internal organization; |
| • | a retrospective reclassification due to a discontinued operation; |
| • | the retrospective application of a change in reporting entity, such as from a reorganization of entities under common control; |
| • | retrospective adjustments to provisional amounts in connection with a prior business combination; and/or |
| • | retrospective revision for stock splits, stock dividends, or other changes in the Bank’s capital structure. |
Incentive compensation based a Financial Reporting Measure: Any compensation that: (a) is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure, or (b) was determined based on, or otherwise calculated by reference to, compensation described in (a) (including, without limitation, any amounts under any long-term disability, life insurance or supplemental retirement or severance plan or agreement or any notional account that is based thereon, as well as any earnings or dividend equivalents accrued thereon).
| BANK OF MONTREAL BOARD OF DIRECTORS’ POLICIES |
|
December 1, 2009 Amended April 1, 2019 Amended October 24, 2023 |
|
Human Resources Committee (HRC): The Human Resources Committee of the BMO Board oversees the human resources strategies, including compensation and talent management.
Material Risk Employees: Employees whose actions could have a material impact on the risk of the Bank.
Schedule B – Procedural elements for clawback and recoupment
The HRC shall determine, in its sole discretion and subject to applicable law and regulation, the prompt recovery and method for the recoupment of any incentive compensation (including any Restatement Recoupment Amount), which to the fullest extent permitted by applicable law and regulation may include any one or more of the following:
| (a) | withholding, forfeiting and/or cancelling any incentive compensation of the individual; |
| (b) | cancelling or setting-off against planned future grants of incentive compensation; |
| (c) | requiring repayment of amounts previously received by the individual; and/or |
| (d) | setting off against other amounts payable to the individual. |
The HRC maintains the right to elect not to recover some or all of the Restatement Recoupment Amount to the extent the HRC determines that recovery would be impracticable under one or more of the following conditions, and any other requirements of applicable laws, are met:
| (a) | the direct expense paid to a third party to assist in enforcing this Policy would exceed the Restatement Recoupment Amount, and the Bank has made a reasonable attempt to recover the Restatement Recoupment Amount, documented such attempt, and provided such documentation to the applicable stock exchange or regulatory body having jurisdiction; |
| (b) | recovery of the Restatement Recoupment Amount by the Bank would violate applicable laws in Canada that were adopted prior to November 28, 2022 and the HRC has obtained an opinion of Canadian counsel acceptable to the applicable stock exchange or regulatory body having jurisdiction that recovery would result in such a violation, and has provided such opinion to such stock exchange or regulatory body; or |
| (c) | recovery of the Restatement Recoupment Amount would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Bank, to fail to meet the requirements of tax legislation. |
| This ‘40-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 12/1/23 | 424B2, 6-K, FWP | ||
| For Period end: | 10/31/23 | 424B2, FWP | ||
| 10/24/23 | 424B2, FWP | |||
| 11/28/22 | 424B2, FWP | |||
| 4/1/19 | 424B2, FWP | |||
| 12/1/09 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/01/24 Bank of Montreal/CAN 424B2 1:1.1M Donnelley … Solutions/FA 2/29/24 Bank of Montreal/CAN 424B5 1:1M Donnelley … Solutions/FA 12/06/23 Bank of Montreal/CAN 424B2 1:1.4M Donnelley … Solutions/FA 12/05/23 Bank of Montreal/CAN 424B2 1:1.4M Donnelley … Solutions/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/13/22 Bank of Montreal/CAN 6-K 6/13/22 2:152K Donnelley … Solutions/FA |