AGM 2012

Mar 20, 2012

Good morning, fellow shareholders, and welcome to the 194th annual meeting of the Bank of Montreal. I am David Galloway, Chairman of the Board, and I call this meeting to order. On behalf of all members of the Board of Directors, I want to say how pleased we are to be here in Halifax and to express our appreciation for the genuine hospitality we have received. The last time we had our annual meeting in Halifax was 13 years ago in February 1999. BMO's ties with Halifax are as old as Confederation. In fact, we opened our first branch here at the request of the fledgling dominion government in 1867, a rather modest and temporary location on the fourth floor of a building on Bedford Row. I am delighted to be joined on stage this morning on my immediate right, Bill Downe, President and Chief Executive Officer, Tom Flynn, Chief Financial Officer, Simon Fish, Executive Vice President and General Counsel, and Barbara Muir, Senior Vice President, Deputy General Counsel, Corporate Affairs, and Corporate Secretary. Also joining me here today, seated in the front rows of the ballroom, are members of the Board of Directors and the bank's senior management team. I appoint Steve Gilbert and Joseph Chirico, representatives of the Computershare Trust Company of Canada, to act as scrutineers for the meeting and Barbara Muir to act as secretary. The secretary has confirmed that notice of this meeting was duly given in accordance with the Bank Act and that a quorum of shareholders as prescribed by the bylaws of the bank is present in person or is represented by proxy. Therefore, I declare this meeting to be properly constituted for the transaction of such business as may be properly brought before it. The shareholders' auditors for 2011, KPMG LLP, are present today and represented by Bill Thomas, Reinhard Dotzler, and Jim Newton. Now on to some procedural matters. Closed captioning is being provided here in the room for those who are hearing-impaired. The meeting is being broadcast live on the internet in both official languages, and shareholders watching on the internet are able to submit questions or comments to the meeting. Those wishing to do so should follow the instructions on the annual meeting webcast launch page. We would ask that any questions or comments be related to the matters currently before the meeting, and when submitting questions, that individuals provide their name and indicate whether they are a shareholder or a proxyholder. We will do our best to respond to all such questions during the meeting, but any questions not answered will be responded to by email following the meeting. Facilities for simultaneous English/French interpretation have been provided, and you will find English on channel 1 and French on channel 2. You are welcome, of course, to address your questions or comments in either English or French. At the appropriate time, any shareholder or proxyholder wishing to speak should raise their hand, move to the closest aisle, and wait for an attendant to approach them with a microphone. Each microphone is numbered, and once your microphone is recognized by the Chairman, you should ask your question. In order to allow as many shareholders as possible to have the opportunity to speak, we would ask that you observe the following guidelines. Each shareholder will be allowed to speak once on the matter before the meeting. Please keep any comments to a maximum of five minutes. Regarding the physical layout of the room, in the event of any unforeseen emergency, I would like to point out that there are exits on both sides of the room. The agenda today will consist of address by Bill Downe, followed by four resolutions proposed by management to elect the board of directors for 2012, to appoint the shareholders' auditors for 2012, to consider an advisory resolution on the bank's approach to executive compensation, and to consider amendments to the Bank of Montreal Qualified Employee Share Purchase Plan, as well as three shareholder proposals. Finally, I caution those attending this meeting by stating the following on behalf of those speaking today. Forward-looking statements may be made during this meeting. They are subject to risks and uncertainties. Actual results could differ materially from forecasts, projections, or conclusions in the forward-looking statements. Information about material factors that could cause results to differ and material factors and assumptions underlying those forward-looking statements can be found in our 2011 annual MD&A and our first quarter 2012 report to shareholders. I would like to begin the formal part of our agenda, and I will do so by calling on our Chief Executive Officer, Bill Downe, to address the meeting. Well, thank you, Chairman, and good morning, everyone. On behalf of our entire team in Nova Scotia and 47,000 employees across Canada, in the U.S., and our locations outside of North America, welcome to the 194th meeting of the BMO Financial Group. In particular, let me welcome one of the bank's honorary directors, John Ellis, who at 96 years of age has been attending our annual meeting for more than five decades. Mr. Ellis retired in 1975 as Vice Chairman of the Board and continued to serve as a Director until 1986, and he managed all of the bank's branches here in Atlantic Canada between 1954 and 1958. He does us a great honor by joining us today. It's a pleasure to have so many other shareholders here with us this morning in the room and online via our webcast. [Foreign language] As many of you know, when the original Bluenose was launched in 1921, it was financed by a group of Halifax businesses to compete in an international race. When I spoke here last fall, the theme was really the same objective, international competition. The occasion was the Forefront Atlantic, a conference of business, political, and academic leaders. It was spearheaded by George Cope and BMO's Vice Chair, Kevin Lynch, who hails from Cape Breton. The conference focused on mobilizing for change and competing differently as Atlantic Canada positions itself to be at the forefront of success in the new global economy. Discussions at the conference centered on three principal points, leveraging our competitive advantages, developing new markets, and enhancing the value of products and services that the Atlantic provinces sell abroad. In short, we were working on a roadmap. Forefront is part of BMO's commitment to the development of good public policy. It reflects our belief that bringing customers into the discussion can stimulate innovation and competitiveness. We are creating many forums where business leaders can share perspectives about economic growth and its importance in ensuring a society that is fair and offers opportunity to everyone. To do that, these discussions are centered regionally, like today's meeting, in the cities and communities where our customers live and where business gets done. The dialogue that took place at Forefront drives change, and we push for these kinds of discussions because we believe that being a for-profit company doesn't mean that we are here simply to maximize profit. Great companies care, and in order to serve customers well, we care about the same things that customers care about. Above all, great companies want employees to be proud of what they do, and we are. The annual meeting is a fixed point in the calendar when we can review BMO's performance on a number of dimensions. In preparation for this meeting, we have had a great dialogue with our shareholders, the people who have an intense interest in our success and in how it is achieved. This morning, I want to look at three key elements that were central to our performance in 2011. First, our belief that there can be no compromise when it comes to the importance of customers. Our success as a business depends entirely on our customers' success and on helping them succeed. Taking good care of our customers and acting in the long-term interest of our shareholders represent a single commitment at BMO. This is at the heart of who we are. It differentiates us. It defines us. It is the key to our profitable growth and to the acceleration of growth. The second element, the progress we are making in the U.S., building new customer relationships, bringing our customer vision to new markets, and unlocking tremendous potential that BMO's expanded North American footprint gives us. Third, our strategy, underpinned by a strong, consistent brand, predicated on managing within a sound regulatory framework, and as I note in this year's annual report, grounded in our belief that the keys to prosperity and growth in North America are not lost. If there is one overall message I hope you will carry away from today's meeting, it is this. By giving customers what they expect from a great bank and nothing less, BMO, the bank you have invested in, will outperform where it counts. This is not about aspiration. Our confidence is built on a solid foundation and is validated by the record results I will review with you this morning. Let me begin by drilling deeper into the first of my three themes, how BMO's attention to making every customer an advocate translates into long-term growth. BMO has staked out a distinct position in the marketplace. Our preoccupation with customer success and with understanding what they need so they can feel confident about their finances has established the bank as a leader, not an imitator. A case in point is the initiative we took beginning in January to differentiate BMO in the home mortgage marketplace. We took a long, hard look at the Canadian housing market and concluded, on the one hand, there was a legitimate concern that housing prices, particularly in the largest cities, had been rising at a rate that was simply unsustainable. With growing concerns over household debt, a soft landing in housing is in the best interest of our customers and the national economy. At the same time, our customers need access to financing so they can become homeowners today. In the current low-interest rate environment, there's risk to borrowers, given the national trend to longer amortization periods. The U.S. 10-year treasury rate has increased 60 basis points since September, a sign of upward pressure on interest rates that's coming. It's for this reason we're emphasizing a 25-year amortization with a five or 10-year fixed rate. The logic is this: with a shorter amortization, homeowners are able to build equity faster and have the confidence of knowing what their monthly payments will be no matter where interest rates go in the future. Both our five-year and 10-year offers have competitive rates that help keep homeownership affordable, whether for people who are refinancing a mortgage renewal or for those who now have a chance to buy their first home. We acknowledge the possibility of greater regulatory change in the market framework, but BMO is being proactive, structuring our offers to speak directly to customers. When we launched a similar offer in January, it turned a lot of heads. It also generated a significant volume of new business, more than half of it from customers who did not previously have mortgages with BMO. Our home mortgage campaign is resonating across Canada. It's created new traffic in our branches, in the call center, on the web, giving us the opportunity to talk to customers about other dimensions of their financial lives where we can be of help. The bottom line is we're encouraging existing and prospective customers to make better financial decisions, and we're forming the foundation for new and expanded long-term relationships. If all of this means we're changing the competitive landscape in the Canadian marketplace, well, we're changing it for the better. This is what customers have come to expect from BMO in every area of the bank. When we committed to providing CAD 15 billion of new loans to small and medium-sized businesses in Canada and the U.S. over the next three years, the decision was grounded in our ability to understand and anticipate our customers' needs, and it reflected our belief that we have a key role to play in economic growth. Banks are vital intermediaries in the creation of economic prosperity, and we take that responsibility very seriously. It's this focus on the customer that keeps BMO at the forefront of Canadian commercial banking and is establishing BMO Harris Bank as a market leader in the U.S. Midwest. This brings me to my second main topic this morning, the expansion of our North American footprint. You may recall that two years ago at our annual meeting, we said unprecedented opportunities would emerge from the disruptions in the competitive marketplace, new regulation, higher capital and liquidity standards, and the withdrawal of competitors from some segments of the market. Smart companies that acted quickly with a full assessment of risk have been able to accelerate growth and performance. For us, the creation of BMO Life Insurance, the purchase of the North American franchise of Diners Club, the acquisition of Lloyd George Management, and our incorporation in China are prime examples. At this meeting last year, I briefed you on the most transformative example of our disciplined acquisition strategy. The purchase of Marshall & Ilsley was the largest in the bank's history and one of the landmark financial service combinations of recent years. When the transaction closed in July, we had completed six months of work as part of a disciplined, well-planned agenda to combine two highly regarded U.S. banks. With the introduction of BMO Harris Bank, we doubled our U.S. presence. As with all sound acquisitions, the assumptions underlying the decision were necessarily prudent given the economic backdrop. We continue to have confidence in those assumptions, and since the announcement have increased our estimate of cost synergies from $250 million to a figure in excess of $300 million. To date, we have captured more than $100 million in annual run rate savings, about $40 million ahead of where we expected to be at this point in the integration. The platform conversion, which will capture a major portion of the remaining synergies, is on track to be largely completed by the end of the year. But the real story about our U.S. expansion is revenue, as we combine the strengths of two banks to create a business that delivers greater value than either bank could achieve on its own. Each day, our bankers are in the community, having conversations and winning business, contributing to the economic recovery that we are beginning to see in the U.S. and helping to fuel the economic engine of the nation, the Midwest. A critical point here is the value of our U.S. investment is not just in what we own, but where it is. Our strategy has consistently called for growth in the contiguous states around Illinois. We have a strong presence in Chicago, America's third-largest city, with a metropolitan population of almost 10 million. In the six surrounding states, we see a resurgence of traditional economic strength, along with a new focus on innovation in areas like precision manufacturing, which are re-energizing the export component of the U.S. economy. Signs of recovery in the Midwest outpace the national trend. According to the Chicago Fed, manufacturing output in January for five key Midwest states increased by 9%, while the national output rose 4.7%. We have a number one market position in Wisconsin. We have a number two deposit share in Chicago and a number three market share overall in the Midwest states that we serve. To add some perspective, we now have as many branches in Milwaukee as in Vancouver. BMO is not simply a Canadian bank with significant U.S. holdings. We are a North American bank headquartered in Canada and well-positioned to pursue further growth. At last year's annual meeting, we expressed our belief that we could generate CAD 1 billion in annual earnings in the U.S. in the medium term, and our progress to date gives me confidence that this goal is within our reach. We have a strong, diversified, growing revenue opportunity and a valuable foundation for future growth in personal banking, in commercial and investment banking, and in wealth management. This brings me to the third and final topic I wanted to touch on today, BMO's consistent adherence to a clearly defined strategy. Our strategy rests on a number of specific commitments, starting with the pursuit of our vision to define great customer experience. To do this and grow profitably, we have to ensure that our service commitments and the products and offers we develop are delivering value to the customer and capturing value to the bank. Building a high level of satisfaction in every channel and matching customer needs to the most efficient ways they can be met is the bottom line of successful relationship banking. This is all part of our uncompromising focus on the supremacy of customers at BMO. Our employees come to work each day confident in what the bank stands for, bringing the energy and talent necessary to fulfill our customer promise. The essence of the bank strategy is to build on our market-leading presence in our North American businesses, on our growing service capabilities in select global markets, on sound governance, and on the strength of our brand across every business and customer segment. The transformation we've experienced as a company extends beyond our personal and commercial business. BMO's private client group is delivering in distinct businesses where we have strong positions, online and full-service brokerage, global asset management, private banking, and insurance. Last month, we agreed to acquire just under 20% of a Chinese trust company, COFCO Trust, as we continue to build our presence in China, in India, and in the Middle East. We're in these emerging markets because our customers are there, and as they succeed, so will we. BMO Capital Markets is pursuing a strategy anchored in a reputation for expertise in the coverage of North American mid-cap companies and a global specialization in industry sectors. Turning now to our financial performance. In 2011, BMO had a record year as net income increased 16% to CAD 3.3 billion. This historic performance was driven by double-digit revenue growth and double-digit earnings growth across our operating groups. On a Canadian GAAP basis, revenue increased 12% to CAD 13.7 billion, and earnings per share increased by more than 10% to CAD 5.26. Our three-year total shareholder return was 17.4% in the top tier of our Canadian and North American peer groups. Our return on equity was 15.3%. In fact, BMO has achieved a return on equity of 13% or better in 21 of the past 22 years. Only one other bank among our North American peers has matched this achievement. Disciplined risk management is a foundational pillar of our strategy, and it has contributed to earning stability. Beginning with the first quarter of 2012, Canadian companies now report results in accordance with international financial reporting standards. BMO's earnings for the first quarter were exceptionally strong. Our net income of CAD 1.1 billion, the highest in our history, marked a gain of 34% year-over-year. Revenue increased 19% to $4.1 billion, driven by our recent acquisitions, and earnings per share increased 22% to $1.63. Record earnings provide tangible evidence that the course that we've charted for BMO is the right one. In light of these results, some shareholders have expressed interest in our dividend outlook. The bank has demonstrated its capacity to pay and grow dividends over time. BMO's dividends have grown at a compound annual rate of more than 9% over the past 15 years above our peer group average. Earnings growth will drive future dividend increases consistent with disciplined capital management. Over the last four quarters, we've paid out approximately 50% of our earnings, and the current yield above 4.7% is highly attractive to shareholders who value a strong dividend. At the most fundamental level, BMO strategy has succeeded because we've stuck to our principles. Our financial achievements are grounded in a dedication to responsible management and backed by our insistence on transparency and ethical governance. We understand that banks are entrusted with a unique role in society. Banks are vital intermediaries helping to create jobs, open new markets, and drive economic well-being. At the Forefront Atlantic conference, this means stressing the themes of innovation and productivity in the belief that both are important contributors to North American competitiveness. Accordingly, improving the bank's own productivity is an area of renewed focus, and everyone at BMO is participating in this effort. We clearly have a responsibility to ensure that as BMO achieves top-line growth, we're also managing our expenses, and I think we can do a better job. We know that a cumbersome process for employees more than likely is also inconvenient for customers. We intend to be a more efficient bank with greater operating leverage and a strong culture of expense management, while at the same time investing in parts of the business that will generate high-quality earnings. I began this morning by saying that I was going to talk about the importance of customers, the future impact of BMO Harris Bank on our U.S. business, and the overall strategic direction of BMO. When we look back over our own progress against this strategic roadmap, the milestones are clear. Five years ago, we had just under 35,000 employees. Today, we have more than 47,000. Those employees serve our customers in more than 1,600 branches across North America, up from 1,200 in 2006. BMO's assets under management and administration have grown from 361 billion to 526 billion in five years. Since 2006, revenue has climbed from $10 billion to $13.7 billion. It is in this context that I'd like to recognize the contribution of David Galloway, Chairman of our board of directors, who since 2004, has overseen BMO's evolution into a bank that delivers quality, sustainable earnings. David retires today after serving as a valued member of the board for a total of 14 years, the past eight as our first non-executive Chair. During his tenure, we shaped the customer-centric vision that defines BMO today and will drive our future success. During my time of working with David, I've been struck by his acute sense of obligation to the customer and his appreciation for how important it is to deliver to shareholders the return that they expect. I know I speak for everyone at the bank in thanking David for his wise counsel and his steadfast leadership. Today, subject to the shareholder vote, we also welcome Rob Prichard as our new Chairman. In a distinguished career spanning business, education, and law, Rob has combined consummate leadership with a dedication to the highest principles of responsible management. He brings to the role a rare combination of intellect, empathy, practical business sense, and a commitment to superior performance in everything that he does. I know he shares the BMO view that being accountable to our shareholders, to all of you in this room, is the cornerstone on which all of our other responsibilities rest. Rob and I, like everyone at BMO, also share a belief that creating shareholder value and acting in our customers' interests are two sides of the same coin. This is the fundamental insight driving our confidence in the future. We know our overall strategy is working. We can see it from the results. It's working because every commitment we make is aimed at advancing the needs of our customers. In the U.S., we have confidence in our expansion strategy for the same reason. Our acquisition is a perfect fit for a bank that makes great customer experience its number one priority. When it comes to developing specific products and initiatives, we're confident of success because we know we're moving the needle in the marketplace. As we say in our annual report, the conversation begins and ends with customers. We may be guiding a Wisconsin company as it pursues business opportunities in Ontario, or showing a Halifax couple how they can responsibly own their first family home. Wherever we carry on the conversation, we know that by helping our customers succeed, by sticking to our strategy and delivering on our vision, we'll continue to drive BMO's success and the success of all of our stakeholders. Thank you. Thank you, Bill. Before we proceed with the rest of the agenda, I simply want to acknowledge the excellent job that you and your management team have been doing on behalf of shareholders. As this is the last time I'll be presiding over one of these meetings, I want to express my personal thanks for the job you have done. As Directors, we rely on management to be responsive, to be transparent, and to be frank in all dealings with the Board, and I'm happy to advise my fellow shareholders that your Board has been well-served by Bill Downe and his leadership team. Thank you very much. Thank you. Now, before continuing, I'd like everyone to notice how well Bill's suit is pressed today. He called downstairs. He wanted to look good today. This is an annual meeting. He called downstairs to see if he could get his suit pressed, and they came up with the iron and the ironing board. If he looks good, he did it. For the information of shareholders here this morning, I'm informed by our transfer agent that 237,742,522 votes have been received in respect of the matters of the business to come before the meeting, representing 37.1% of the total outstanding shares eligible to be voted. Given that our employees represent a significant portion of our shareholder base, and to facilitate the proceedings, we have asked certain employee shareholders to move and second certain motions. I will call on them at the appropriate time. The votes on all matters of business before this meeting will be conducted by an electronic ballot. When we get to that part of the meeting, I will walk you through the voting process. Any procedural motion would be voted on by a show of hands. On registering for the meeting today, all shareholders or proxy holders who have not yet voted and wish to vote in person at the meeting should have received a handheld electronic voting device. With these new devices, we will no longer be marking, collecting, and counting paper ballots as in prior years. At this point, I'd like to be sure that those shareholders or proxy holders wishing to vote this morning have their electronic voting devices. Remember that if you completed and returned your form of proxy, it's not necessary to vote today unless you wish to change your vote. Anyone entitled to vote who does not have an electronic voting device, please raise your hand. Okay. Anyone who wishes to change their original vote submitted by form of proxy, please raise your hand. For those of you who are voting this morning, after each proposal is submitted to the meeting, we will ask you to vote by pressing one of the buttons on your keypad, which are numbered one, two, or three, to indicate your voting preference. Once you have made your choice, the word received will appear on your screen of your handheld device to indicate that your vote has been counted. If you would like to change your vote, simply press the appropriate button. The last button you press before the ballot closes will be the vote counted on the system. To ensure that everyone is comfortable with this electronic voting process, we will proceed with a practice test question. When the poll opens, the handset will display the voting options. Our test question will be: Is Mr. Downe the most handsome man in the room? The answer is no, David Bell. Yes. We're coming to that. Okay. The poll is now open. If you agree with this statement about Bill, press one to vote for. If you disagree with the statement, press two to vote against. Or press three to withhold or abstain. I can see that there are 32 handheld devices, and 23 people have voted so far. When we move into the voting, we're going to do it faster than that, so just be ready. Thank you. The poll then is now closed, and the voting results will be displayed. God, that's a lot of incorrect answers. Okay, now to our first item of business, the submission of financial statements. In February 2012, copies of our annual report for 2011 were forwarded to shareholders together with the management proxy circular and notice of this meeting. The financial statements for the October 31, 2011, year-end were included on pages 115 to 180 of the annual report. Are there any questions on the financial statements, including questions from the internet? I wish to stress that the questions must be related to the financial statements and not to other matters. Okay. The auditor's report appended to the bank's financial statements can be found on page 114 of the annual report and will be taken as read. This brings me to the election of directors for the ensuing year. As determined by the board, the number of directors to be elected today is 14. At this time, I would like to acknowledge two directors, David Beatty and Robert Chevrier, who will not be standing for re-election this year. On behalf of the board, management, and the shareholders of the bank, I'd like to thank them both for their years of dedication and contribution as members of the board of directors of the Bank of Montreal. Before proceeding any further, I'd like to highlight the board policy that if votes in favor of the election of a director nominee represents less than a majority of the shares voted and withheld, the nominee will submit his or her resignation promptly after the meeting for consideration by the board's governance and nominating committee. This policy is set out on page three of our management proxy circular. I will now nominate the following persons to be elected directors of the bank until the succeeding annual meeting of shareholders of the bank or until their successors are elected or appointed. I note that Mr. Eric La Flèche, President and CEO of Metro Inc., is standing for election as a director of the Bank of Montreal for the first time today. The nominations are Robert Astley, Sophie Brochu, George Cope, William Downe, Christine Edwards, Ronald Farmer, Harold N. Kvisle, Eric La Flèche, Bruce H. Mitchell, Philip S. Orsino, Martha C. Piper, Rob Prichard, Guylaine Saucier, and Don M. Wilson III. I will now call on Patrick Hemsworth to second this motion. Thank you, Mr. Chairman. Good morning. My name is Patrick Hemsworth. I'm a BMO shareholder. I've been with the bank for the past eight years and currently a commercial account manager at Halifax main office. I second the motion. Thank you, Patrick. Do we have any questions or discussions on this matter? Let me remind you that only registered shareholders and those duly appointed representatives are entitled to vote at this meeting. In addition, if you have already submitted your completed form of proxy or have otherwise voted your shares, your votes have already been tabulated by the scrutineers, and you do not need to vote again unless you wish to change the votes or instructions you submitted earlier. We remind you that the board of directors recommends you vote for all 14 nominees set out in the management proxy circular. You will have to vote one at a time for each of the 14 nominees for director. The names of the nominees for director will appear on the screen behind me. Every time the name of a nominee is highlighted, you should vote with regard to that candidate by pressing one to vote for or three to vote withhold. You may change your vote by making another choice as long as the voting remains open. We will now proceed with the voting. The poll is now open for Mr. Astley. The poll is now closed. The poll is now open for Ms. Brochu. The poll is now closed. The poll is open for Mr. Cope. The poll is now closed. The poll is now open for Mr. Downe. The poll is now closed. The poll is now open for Ms. Edwards. The poll is now closed. The poll is now open for Mr. Farmer. The poll is now closed. The poll is now open for Mr. Kvisle. The poll is now closed. The poll is now open for Mr. Lafleche. The poll is now closed. The poll is now open for Mr. Mitchell. The poll is now closed. The poll is now open for Mr. Orsino. The poll is now closed. The poll is now open for Dr. Piper. The poll is now closed. The poll is now open for Mr. Prichard. He really wants to be chair, so good. The poll is now closed. The poll is now open for Madame Saucier. The poll is now closed. The poll is now open for Mr. Wilson. The poll is now closed. Thank you. Next item of business is the appointment of auditors for the ensuing year. I will call on Corinne Dixon to present this motion. Thank you, Mr. Chairman. My name is Corinne Dixon, and I am a BMO shareholder. I have been with BMO for 25 years, and I am currently the senior manager, human resources for Atlantic Division. I propose that the firm of KPMG LLP be appointed as auditors of the bank for the ensuing year. Thank you, Corinne. I ask Avik Roy to second the motion. Thank you, Mr. Chairman. My name is Avik Roy, and I am a BMO shareholder. I am currently a customer service representative and here in the heart of Halifax, and I second this motion. Thank you, Avik. Are there any questions? If there are no questions, I would ask those wishing to vote for the appointment of auditors to use your electronic device. Management recommends voting for the appointment of shareholder auditors. We now proceed with voting. The poll is open to receive your votes. Press one to vote for or three to withhold. The poll is now closed for this item of business. The next item on the agenda is a consideration of the advisory resolution of the bank's approach to executive compensation. I call on Helen Lewis to present this motion. Thank you, Mr. Chairman. My name is Helen Lewis, and I am a BMO shareholder. I have worked for BMO for five years, and I am currently a financial services manager at our Clayton Park West branch here in Halifax. I move that the advisory resolution on the bank's approach to executive compensation, as set out on page three of the management proxy circular, be approved. Thank you, Helen. I call on Heather Gautreaux to second the motion. Thank you, Mr. Chairman. My name is Heather Gautreaux and I'm a BMO shareholder. I've worked for BMO for 12 years and I'm currently an assistant branch manager here in Halifax with a staff of 12. I second this motion. Thank you, Heather. Are there any questions? Mr. Chairman? Yes. Good morning. Good morning, shareholders. My name is Daniel Thouin. I represent the MÉDAC, le Mouvement d'éducation et de défense des actionnaires. [Foreign language] Le mouvement d'éducation a été constitué en 1996 et depuis 17 ans, il apporte aux banques, aux institutions financières et particulièrement à toutes les compagnies qui font affaire à la Bourse, un espace de discussion et un espace de démocratie dans le rapport avec les actionnaires. Depuis 17 ans, on a proposé plusieurs résolutions qui, dans leur ensemble, ont visé des points sur la rémunération des gestionnaires, sur la meilleure amélioration au niveau de la gestion du fonctionnement des institutions et aussi sur des points de droit, de même que sur la gouvernance des entreprises. Je suis maintenant un nouveau pensionné comme monsieur Galloway va l'être bientôt. Je me permets de vous dire que pendant plusieurs années, j'ai travaillé au niveau du développement des entreprises coopératives. Dans ce type d'entreprise, comme vous le savez, la démocratie est le cœur même de cette organisation-là. Il me fait plaisir de vous mentionner que depuis 17 ans, je suis membre du MÉDAC et ce n'est que cette année, depuis un an, que je suis au conseil d'administration de l'organisation. Maintenant, juste quelques rappels sur le mandat du MÉDAC, à savoir que si vous avez lu un essai extraordinaire de Jacques Attali, publié en 2006, qui disait ceci: «Dans Une brève histoire de l'avenir», publié en 2006, il disait que la création de la richesse et la possibilité pour tous d'en bénéficier est redevable à la naissance de la démocratie et de son développement dans nos sociétés. Avant l'avènement de la démocratie, les rois, les roitelets, les courtisans s'accaparaient des richesses des épargnants et de leurs récoltes pour faire leurs guerres et payer leurs extravagances. Dans Le Devoir du 15 mars, c'est la semaine passée, un journaliste nous dit ceci: «À la banque Goldman Sachs, aux États-Unis, les opérateurs de cette banque se sont distribués 12 milliards de primes l'année passée, en 2011. Et ce, malgré une baisse de revenus de la banque de 26%. Ils ont soutiré de leurs clients, de leurs revenus, un montant supplémentaire de 5% pour se payer des primes.» Je me pose la question, avant que vous votiez sur une politique de rémunération de vos dirigeants, est-ce que nous serions redevenus au Moyen Âge où les CEO, les directeurs, les présidents, les directeurs de conseil d'administration des sociétés cotées en bourse et les banquiers sont devenus les rois et les roitelets du temps moderne? Je vous rappelle trois dates importantes qui nous permettent de faire des propositions dans une assemblée d'actionnaires. Le MÉDAC a eu trois gains importants à la Cour suprême du Canada. Dans un premier jugement en janvier 1997, le jugement Rail, qui permet à tout le monde, incluant les petits actionnaires, les petits retraités comme moi, de faire des propositions dans les assemblées d'actionnaires. En décembre 2009, une nouvelle loi, celle-là de la Loi sur les sociétés par actions du Québec, vient concrétiser cette possibilité de faire des propositions d'actionnaires minoritaires lors des assemblées d'actionnaires. Enfin, en septembre 2009, après une longue bataille juridique, le MÉDAC a gagné une bataille contre Power Corporation afin de pouvoir examiner et prendre des copies des états financiers des filiales des compagnies constituées à la Bourse. Depuis 1997, le MÉDAC a présenté au-delà de 405 propositions lors des assemblées d'actionnaires, de banques, de compagnies à la Bourse et de compagnies d'assurance. [Foreign language] De ces résolutions, 17% concernaient des points de droit, 33% concernaient des points de gouvernance des sociétés, 33% aussi concernaient des points reliés à la rémunération des hauts dirigeants. 17% des sujets étaient classés dans d'autres rubriques. En 2009, une résolution a même été acceptée majoritairement par les sept banques canadiennes. C'est celle dont on parle maintenant, celle sur la politique de rémunération des cadres dans les banques. Donc, permettez-moi d'insister sur le fait que cette victoire des actionnaires, des petits épargnants, est une victoire importante pour l'ensemble des actionnaires des banques. Je veux juste vous rappeler la situation actuelle des rémunérations des banquiers. Globe and Mail de février 2011 disait ceci : « Le président et chef de direction de la Banque Royale va toucher 11.2 millions de rémunération cette année. [Foreign language] Le dirigeant de la Banque TD va toucher une rémunération cette année de 11.2 millions, et ce, malgré une baisse de 6%. Le président directeur des opérations de la Scotia va toucher une rémunération globale de 10.6 millions et ce, malgré une baisse de 2.5% de son salaire par rapport à l'année passée. » Et ici, bien sûr, à la Banque de Montréal, votre président va toucher aussi une rémunération de 11.4 millions, soit une rémunération globale qui aurait augmenté de 51% depuis deux ans. Dans tous les cas, vous voyez que la rémunération demeure confortablement au-dessus de CAD 10 millions par année. [Foreign language] Donc, Monsieur le président, je m'excuse de vous poser cette question, mais pouvez-vous nous affirmer que les salaires attribués à vos gestionnaires n'auront aucun impact sur les salaires des autres intervenants du milieu financier, comme les gestionnaires de fonds de pension et les gestionnaires de fonds mutuels ? Monsieur le président. Well, first of all, let me thank you for your question. I certainly recognize that MÉDAC, over the years, has done an excellent job of bringing issues forward. I think that a number of proposals which you bring forward, whether today or in other years, whether they're approved or not approved, they do have an impact, and we do listen. I think your organization has done an excellent job. With regard to your specific question, in terms of impact on others, it's a little hard to comment. I think we all try to be fair in executive compensation. We look at what the job has been done. We look at the industry that we're in. We look at what other people are being paid on a competitive basis. We want to be fair to our executives. We need to be able to attract the best and the brightest to work for our bank on behalf of the shareholders. We also compete in a North American environment. You heard Bill talk about M&I, and we not only compete for talent in Canada, but we compete for talent across North America. That's not always easy in that the U.S. compensation is significantly higher than it is in Canada. I just kind of want to make that point in terms of what impact it's going to have on the specific jobs you mentioned. I'm not quite sure what those were. I do want to make a comment that may come up later. I do want to make a comment about our CEO's compensation this year. You mentioned was up 51% over two years. I think 2008 was a pretty tough year and people withheld bonuses, turned bonuses down, things like that. I mean, you're working off a low base there. But if we look at last year, one of the things I think is very important to recognize in terms of our management team, we have a salary, a short-term bonus, and then what we call a midterm plan and a long-term plan, which looks at stock. The majority of the compensation, the higher you are in the organization, the more is in the midterm and the long term. That would, in Bill's case, 70% at least would be in the midterm and long term. We compare ourselves that we have a target, and that target is changed by how we do relative to the other banks in terms of our total shareholder return. That would be our increase in stock price and dividends over a three-year period. If we go back to 2008, and we look back three years, we were number 4. What the target was, we only paid 80% of. If we go back to 2009, we looked, and we were number 3, and our target was we only paid out 90% of the target. Last year, we were number 2, and when we looked at the shareholder return relative to the other banks, we were on a par, and so we paid out at 100% of our target. In 2011, looking back three years, we were number 1 in total shareholder return, and we were 17% above the average of the other banks. When we look at Bill's compensation, you're looking at what happened potentially this year. We're looking at what happened over three years, and his midterm and long-term target would be multiplied by 117. A pretty good year. We don't apologize for Bill's compensation this year. I don't know if I'm answering your question, sir, but I had a little trouble understanding it. May I make a final word? Yes. Well, I can't help but comment. We respectfully disagree, but I guess, number 1 on the dividend, Bill spoke to this in his remarks, but we do have the highest payout, I think, of any bank at this moment in time. We haven't increased it for a while, but it's still a very high dividend payout ratio. The second thing is, I think you have to look at the environment that the banking industry is in. Sometimes the economy's really good and there's a rising tide. But if we perform in a really good economy and we're number 5, not number 1, then we're going to have a multiplier at 80% on compensation. Even though things look really good, we're going to look and say, "Well, they may be really good, but we didn't perform as well as the other banks, and we can compare." So we knock down compensation. In a tough time, and these are not easy times, if we outperform the other banks, then we have a higher multiplier. You have to take the good with the bad. There are going to be times when we're in a very good economy and we actually could see compensation go down rather than up. Because as a board, we think looking at relative performance is very important, that we shouldn't just pay for a rising tide, that relevant performance is what we key on. I leave that with you. We think that's fair to the shareholders and we can tell whether our management's performing or not. Are there any other questions? If not, I would ask those wishing to vote on the advisory resolution on the bank's approach to executive compensation to use your electronic device, sorry. Management recommends voting for the advisory resolution on the bank's approach to executive compensation. We will now proceed with the voting. The poll is open to receive your votes. Press 1 to vote for and 2 to vote against. The voting is now closed. The next item on the agenda is a resolution to approve the amendments to the Bank of Montreal Qualified Employee Share Purchase Plan. The proposed amendments are discussed on page 4 of the management proxy circular. I call on James Rafuse to present the motion. Thank you, Mr. Chairman. My name is James Rafuse. I am a BMO shareholder. I have worked for BMO for two years, currently as a commercial account manager here in downtown Halifax at Main Branch. I move that the resolution approving amendments to the Bank of Montreal Qualified Share Purchase Plan, as set out on page four of the management proxy circular, be approved. Thank you, James. I call on Jennifer Green Heisler to second the motion. Thank you, Mr. Chairman. My name is Jennifer Green Heisler. I am a BMO shareholder, and I have worked with BMO for 12 years. I am currently a financial service manager in our Bridgewater branch, and I second the motion. Thank you Jennifer. Are there any questions? I would ask those wishing to vote on the amendments to the Bank of Montreal Qualified Employee Share Purchase Plan to use your electronic device. Management recommends voting for the amendments to the Bank of Montreal Qualified Employee Share Purchase Plan. We will now proceed with the voting. The poll is open. Press 1 to vote for or 2 against. Poll is now closed. Next item of business is the shareholder proposals. The three proposals to be presented today were submitted by MÉDAC. MÉDAC's proposals and their supporting comments were set out verbatim in the management proxy circular that was sent to shareholders. For your convenience, an extract from the management proxy circular containing the three shareholder proposals was provided to you this morning. As we focus on the three shareholder proposals, we will address questions from shareholders or proxy holders. The questions, of course, must relate to the proposal before the meeting at that time. I would ask that presenters make their comments brief. Your positions are well stated in your written summaries, which have been made available to everyone in the room. Mr. Thouin, would you please present MÉDAC's first proposal dealing with stock options and actual performance of officers. Mr. Chairman, it's a pleasure for me to speak another time to present the proposal of MÉDAC. [Foreign language] La proposition que vous avez peut-être acceptée tantôt de la politique salariale va vous conduire à ceci. Vous vous êtes engagés avec cette politique à dépenser CAD 343 million minimum dans les 10 prochaines années pour payer vos hauts dirigeants. Vous avez fait ça tantôt si vous avez voté pour votre politique salariale. Cette politique représente sur la moyenne des salaires que vous allez accepter 149 fois le salaire moyen d'un Canadien. La banque a 194 ans. J'ai des preuves chez moi à Québec de cette histoire, avec des édifices extraordinaires sur la rue Saint-Joseph et sur la rue Saint-Paul, de l'histoire de la banque. Cette banque a été constituée par des centaines et des centaines de Canadiens. Donc pour éviter les inégalités croissantes que l'on voit dans la gestion des entreprises en bourse et pour éviter à nouveau des Occupy Wall Street et des Occupy Bay Street, le MÉDAC vient vous proposer des solutions positives et des solutions innovantes pour améliorer la gestion de nos sociétés cotées en bourse, incluant bien sûr les banques. Considérez donc les propositions du MÉDAC comme des remparts aux indignés de la rue. Même si certains administrateurs considèrent notre indignation comme dépassée, ceux-ci devraient plutôt la reconnaître comme une indignation responsable et positive. C'est pour cette raison que je vous soumets à nouveau trois nouvelles propositions visant à modifier la politique de rémunération de la banque dans le sens des intérêts des actionnaires, épargnants et retraités. Je vais lire rapidement les propositions. Je pense que vous avez tous peut-être le temps de les avoir lues avant d'entrer ici. Mais je vous mentionne la première qui est celle sur l'option d'achat des actions qui devra être ajustée à la performance réelle des dirigeants. La rémunération des hauts dirigeants sous la forme d'options d'achat d'actions est une formule qui a constitué l'augmentation fulgurante de leur rémunération totale. Ces options donnent un droit de détention d'achat des actions à un prix stipulé d'avance et les options ne pouvant être exercées qu'après une période d'attente. Le montant de la rémunération ainsi obtenue est égal à la différence entre le prix d'exercice convenu et le prix de l'action au moment de la levée. On souhaite ainsi aligner les intérêts des actionnaires et les fidéliser. Cette formule de rémunération tient pour acquis que les hausses boursières sont fonction uniquement des décisions des hauts dirigeants. Des études ont démontré que la performance boursière des organisations est influencée par de nombreux facteurs qui ne sont pas considérés par les hauts dirigeants, comme les hauts taux d'intérêt et l'inflation. Citons à cet égard l'étude du professeur Magnan qui montre que de 1998 à 2008, 90% de l'évaluation des cotes boursières des cinq grandes banques canadiennes s'explique par des caractéristiques hors bancaires par des caractéristiques du secteur bancaire lui-même, comme les taux d'intérêt faibles et le contexte économique favorable. L'exercice des options d'achat uniquement à l'évolution des cours boursiers est donc loin d'être approprié. Afin que cette portion de la rémunération variable atteigne réellement les objectifs et tienne compte des éléments sur lesquels les hauts dirigeants peuvent avoir un impact, nous proposons que ces options ne puissent être exercées après le délai d'attente qu'en fonction des atteintes d'objectifs mesurables et quantifiables comme la croissance des revenus par action, le rendement de l'avoir des actionnaires ou d'autres indicateurs extra-financiers jugés pertinents par le comité de rémunération. C'est notre première proposition. Thank you. May I have a seconder for this proposal? Thank you, Mr. Chairman. My name is Derek Furr, and I second the motion. Thank you. Is there further discussion on the proposal? I might say that we're not going to comment on the proposals. We've made our comments in the document, so we won't be making further comment. If there's no further comments, I would ask those wishing to vote on shareholder proposal number 1 to use your electronic device. This is shareholder proposal number 1 dealing with stock options and actual performance of officers. Management recommends voting against shareholder proposal number 1 for the reasons outlined in the management proxy circular. We will now proceed with voting. The poll is open to receive your votes. Press 1 to vote for, 2 to vote against, and 3 to withhold. The poll is now closed. Mr. Thouin, would you please present MÉDAC's second proposal dealing with performance-based pay? Mr. Chairman. I hope you'll remember that your argument is written here ahead of time. Yes. Thank you. Mr. Chairman, thank you. Thank you for giving time. [Foreign language] La deuxième proposition vise essentiellement la rémunération selon la performance. Dans cette proposition, nous relevons l'article du Globe and Mail de mai 2011 qui mentionne une étude mettant en relation la performance financière et la rémunération des hauts dirigeants d'une société avec celles du groupe de sociétés comparables. En d'autres mots, cet outil compare le rang de la rémunération des hauts dirigeants d'une compagnie, d'une organisation à celui de sa performance financière par rapport à un groupe d'institutions comparables. L'actionnaire peut ainsi se faire une idée quant à la question, à savoir si la rémunération du plus haut dirigeant d'une organisation est adéquate, compte tenu de la performance financière réalisée par l'organisme qu'il dirige. Nous proposons ceci : qu'une telle comparaison soit présentée pour le plus haut dirigeant et l'ensemble des quatre hauts dirigeants de niveau de rémunération de l'entreprise. [Foreign language] Les indicateurs utilisés pour calculer la performance de l'organisation devraient être les éléments sur lesquels une décision des dirigeants peut avoir un impact. La rémunération variable constitue la plus grande part de la rémunération totale des hauts dirigeants et l'actionnaire doit être en mesure d'évaluer si cette rémunération variable est justifiée compte tenu de la performance financière et extra-financière relative à la société. Voici notre deuxième proposition, monsieur le président. Thank you. May I have a seconder for the proposal? I second the motion. Thank you. Is there any further discussion on this proposal? Given there are no further comments, I would ask those wishing to vote on shareholder proposal number 2 to use your electronic device. Shareholder proposal number 2 dealing with performance-based pay. Management recommends voting against shareholder proposal number 2 for the reasons outlined in the proxy circular. We will now proceed with the voting. The poll is open. Press 1 to vote for, 2 against, and 3 to withhold. The poll is now closed. Mr. Thouin, would you please present MÉDAC's third proposal dealing with independence of compensation advisors? Mr. Chairman, the third proposal of MÉDAC is this. [Foreign language] Nous considérons que l'indépendance des conseillers en rémunération est essentielle à leur jugement et à leur capacité de bien conseiller la banque. La proposition est la suivante : l'importance des honoraires tirés des conseillers en rémunération de leur travail auprès d'une société. Ces conseillers jouent un rôle stratégique auprès des membres du comité de rémunération afin de les accompagner dans leur exercice de fixation de la rémunération des hauts dirigeants. Il est permis de penser qu'un conseiller en rémunération dont la majorité des honoraires proviendrait d'un ou de quelques clients pourrait être tenté de céder aux influences de son ou de ses clients importants pour répondre ou justifier les attentes de rémunération des hauts dirigeants. Nous proposons l'élément suivant et cette proposition, comme les autres, ont été faites aux sept banques du Canada. Donc c'est la même proposition pour tous. [Foreign language] La voici : que cette information sur l'importance de la rémunération de la banque ou de l'institution auprès du conseiller en rémunération, que cette importance, cette information-là soit divulguée afin que l'actionnaire puisse être assuré que le travail du conseiller en rémunération soit objectif et sans conflit d'intérêt. C'est la troisième proposition du MÉDAC. Merci Monsieur le président. Thank you. May I have a seconder for this proposal? I second the motion. Thank you. Is there any further discussion on this proposal? I would ask those wishing to vote on shareholder proposal number 3 to use your electronic device. Shareholders' proposal number 3 is dealing with independence of compensation advisors. Management recommends voting against for reasons outlined in the proxy circular. We will now proceed with the voting. The poll is open. Press 1 to vote for, 2 against, 3 to withhold. The poll is now closed. I will now take questions. Questions should be by shareholders or proxy holders only and should be of general interest to all shareholders and not of a personal nature. If you have questions of a personal nature, please approach Neil Puddicombe, located at the back of the ballroom. I would just ask that in order for everyone to hear, please move to the closest aisle and wait for a microphone attendant to approach you, then stand by to be recognized by the chair. Just a reminder that questions from those on the internet are welcome as well. Are there questions? Yes. Can you come forward, perhaps to this aisle with that? Good morning, everyone. I have a question, but because I want to drill my issue before so you can understand. My name is Claudio Guastavino, and I used to work for Infinity Rubber in Toronto. I worked there for 33 years, like a maintenance mechanic for mixing preparation of rubber. It was a hard time, a hard and very dangerous job because we have exposure to dangerous chemicals. I make a good living to support my family. in December 2009, 27 months ago, the company forced us out on a strike. We do not know why the company just want to rid of all the workers and replace us with younger, low-wage, temporary workers. We had taken big wage cut to allow to the company to get through hard time. After that, the managers drove the company into bankruptcy. They bought the company from the previous owner for one of the third of what was worth of the right of the debit. Most creditors were never paid back. Then, this manager, now the new owner, were not satisfied. Then, asking us to take more cuts in our wages. It was a very hard decision to go on a strike for all our members, all our coworkers. We are people, no animals. We have dignity. We couldn't take any more abuse, so we start. We have no choice. A few weeks ago, the owner have us a new offer to further reduce our wages again to less than half what we have earned before. The owner said if you accept the new agreement and end the strike, that they will decide we could come back to work, but only if the replacement worker leave the job place. The strike is now one of the longest strike in the history of Toronto. The Bank of Montreal is the chief sources of finances for Infinity Rubber. For the same management who drove the company into bankruptcy, we have never understood why the Bank of Montreal would finance a company like this. We want shareholders and all Canadians to know that Bank of Montreal is bankrolling this attack on workers. We have lost our homes, cars, security, retirement. One of your fellow workers and I have seven children, and the dream is send them to the college or university. We have no hope. We will never go away until we receive justice. Here is my question: Will you stop financing Infinity Rubber and show shareholders and the public that you not support this attack? Thank you very much. Thank you, sir, for your question. This is obviously a very difficult time for you, and we understand that. We respect the right of individuals and trade unions. The bank isn't going to take a position in this dispute between you and management and the owners. That's just not our role. We have a loan outstanding to the company. We could just as easily have a loan outstanding to you, and we're not going to become involved. It's that simple. I am very sorry for what you personally are going through. Just a quick comment on your answer to Claudio Guastavino's question. You did take a stance. By financing this company, you did take a stance between the two. You chose to finance a company that was. You are bankrolling a company that is attacking workers and families within a community. You did take a stance in this matter. I respect your opinion. I do not agree, but I respect your opinion. Thank you. My question is, I just want to. Good morning, ladies and gentlemen. My name is Wayne Rae. I am a proxy holder. I am a representative of the Steelworkers. I am here today representing the workers of Infinity Rubber. I believe that the Bank of Montreal has provided a loan to Infinity Rubber, which is in direct contravention of the bank's code of conduct and your ethics policy. Under this code, Bank of Montreal is held to what is fair and right and legal. The bank's corporate responsibility is to make the right choices that affect communities in which it operates. My question to the room is, did your underwriter properly investigate this company before providing this loan? Because if he or she did, a number of red flags should have been raised. The first flag, that the same management team that drove this company into bankruptcy is managing it now, and they secured this loan with BMO. The second flag, Infinity Rubber was involved in a bitter labor dispute, which directly affects the ability to manufacture its product and make payments on this loan. The third flag, by lending money to a company that refuses to bargain in good faith, does that constitute ethical behavior? When a company does business with another that is considered to be unethical, both companies are links in this unethical chain. Fourth, and the most important, I believe, to its shareholders and to the bank, does the bank want negative press associated with entering into such agreement? Recently, Lang & O'Leary Exchange interviewed the director of the Steelworkers about pulling his pension money from the BMO Bank. The USW will ask the entire labor movement to do the same. Would the teachers union removing CAD 100 million from the Bank of Montreal make the Bank of Montreal take interest in our plight? Your strategic plan to enter into U.S., which you talked about here today, we are an international union. We are connected throughout the States. We have over 1 million members. This market plan you have will be met with direct opposition throughout the States. We are asking the Bank of Montreal to please. We are not here to cause havoc. We are here to ask you, the shareholders, to use their strength and the Bank of Montreal to persuade this company to get back to the table. This company has refused to bargain. They actually came across and threw a contract across the table and said, "If you do not accept it, we are going to hire a bunch of Mexicans to do your job." This is a slap in the face to our members and their families and is illegal. I ask the Bank of Montreal to do what is ethical and what is right and step in and persuade Infinity Rubber back to the table. Thank you. Thank you, sir. You have made your point very well. We do not want to get involved in between the two of you, but we are listening, and I appreciate you coming today. Thank you. Are there any other questions come before the meeting? We do have a question regarding the bank's common share dividend that was received ahead of the meeting from shareholder Kenneth Massey. Which I think was referred to by MÉDAC as well. When is the bank intending to increase its common share dividend? All the other banks have raised theirs during the past 18 months, and I think Bill addressed that in his remarks. I would just say, over the past 15 years, our common share dividend has increased at a compound annual rate of 9% above our peer group average, and I believe we are still the highest payout, are we not, Bill? If not, close to. Excuse me. My name is Bill McGregor. I am a BMO shareholder. Mr. Downe did not answer the question. Mr. Downe danced around or skipped around the question. If you had bought Royal in October, it would have a higher payout than BMO has now. As a shareholder, I would like a reasonably straightforward, forward-looking statement, that is fine, but a reasonably straightforward assessment of what the bank intends to do with respect to common share dividends. They have not increased in a long time. Let us have a straightforward answer, please. Thank you. Thank you for your question, Mr. McGregor. The straightforward answer is that we have a defined target payout ratio of between 45% and 55% of earnings. As I said, in the last four quarters, we paid out 50% right in the center of the range. As the earnings of the bank increase, the dividend will be increased. Can the minutes of the meeting show that we have not had a reasonably clear and straightforward answer? Thank you. Mr. McGregor, I appreciate your concern. I do not know what more you expect the Chief Executive to say. He cannot say we are going to increase it two quarters from now. He cannot do that. So I think he has said what is possible to say in a most straightforward way. Any other questions to come before the meeting? If not, the Sorry. No. The scrutineers have completed their report on the results of the voting, and I will call on Steve Gilbert to read those results. The scrutineers' report in the final form will be available shortly after the meeting. I think the voting will show up on the screen. Good morning, Mr. Chairman. Joe Chirico and I, as scrutineers for this meeting, hereby confirm the following result of the vote by ballot. On proposal number 1, no Director standing for election today received less than 94% of the votes cast for a Director. On the appointment of auditors, 97% of the votes were in favor and 3% were withheld. On the special resolution for the executive compensation, 91% of the votes were in favor and 9% were against. On the amendments to the Bank of Montreal Qualified Employee Share Purchase Plan, 98% of the votes were in favor and 2% were against. On the shareholder proposals, proposal number 1, 5% of the votes were in favor, 94% voted against, and 1% of the votes were withheld on the proposal. On shareholder proposal number 2, 4% were in favor, 95% were against, and 1% of the votes were withheld. On the last shareholder proposal, 20% voted in favor, 79% against, and 1% withheld. That concludes the results of the vote by ballot. Thank you. I therefore declare that the 14 nominees listed in the management proxy circular are duly elected as directors. KPMG LLP is duly appointed as auditors for the ensuing year. The advisory resolution on the bank's approach to executive compensation has been approved. The amendments to the Bank of Montreal Qualified Employee Share Purchase Plan has been approved. The three shareholder proposals have been defeated. I would like to thank all the people who were involved in supporting today's meeting, including those who handled the closed captioning, the English and French interpretation, and the electronic voting process. As this is my last meeting, I want to say to the shareholders that it's been a privilege to serve as the Chair of BMO. Your company is in good hands with Bill Downe and his management team. I also want to congratulate and wish every success to Rob Prichard, the incoming Chair. I'm confident that he will do an excellent job. Thank you for coming. I declare this meeting terminated.