Bank of Montreal (BMO) 40-F 2022 FY Annual report (Canada)

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U.S. Securities and Exchange Commission

Washington, D.C. 20549

Form

40-F

[Check one]

☐ Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

or

☒ Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended October 31, 2022 Commission File Number 001-13354

BANK OF MONTREAL

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English (if applicable))

Canada

(Province or other jurisdiction of incorporation or organization)

6029

(Primary Standard Industrial Classification Code Number (if applicable))

Not Applicable

(I.R.S. Employer Identification Number (if applicable))

100 King Street West, 1 First Canadian Place, Toronto, Ontario, Canada M5X 1A1

(416-867-6785)

(Address and telephone number of Registrant’s principal executive offices)

Colleen Hennessy, Bank of Montreal, 115 S. LaSalle Street, Floor 18W, Chicago, Illinois

60603

(312-497-6153)

(Name, address (including zip code) and telephone number (including area code)

of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title Of Each Class	Trading Symbol	Name Of Each Exchange On Which Registered
Common Shares	BMO	New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Not Applicable

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

Not Applicable

For annual reports, indicate by check mark the information filed with this Form:

☒  Annual information form                ☒  Audited annual financial statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

Common Shares	677,281,567
Class B Preferred Shares Series 27 (Non-Viability Contingent Capital (NVCC))	20,000,000
Class B Preferred Shares Series 29 (Non-Viability Contingent Capital (NVCC))	16,000,000
Class B Preferred Shares Series 31 (Non-Viability Contingent Capital (NVCC))	12,000,000
Class B Preferred Shares Series 33 (Non-Viability Contingent Capital (NVCC))	8,000,000
Class B Preferred Shares Series 44 (Non-Viability Contingent Capital (NVCC))	16,000,000
Class B Preferred Shares Series 46 (Non-Viability Contingent Capital (NVCC))	14,000,000
Class B Preferred Shares Series 48 (Non-Viability Contingent Capital (NVCC))	1,250,000
Class B Preferred Shares Series 49 (Non-Viability Contingent Capital (NVCC)) 1	750,000
Class B Preferred Shares Series 50 (Non-Viability Contingent Capital (NVCC)) 2	500,000
Class B Preferred Shares Series 51 (Non-Viability Contingent Capital (NVCC)) 3	1,000,000

1

On March 15, 2022, Bank of Montreal (the “Bank”) issued Cdn$750 million 5.625% Limited Recourse Capital Notes Series 2 (Non-Viability Contingent Capital (NVCC)) (“LRCN 2”). Upon the occurrence of a recourse event, the noteholders will have recourse to assets held in a consolidated trust managed by a third party trustee. The trust assets are currently comprised of Cdn$750 million of the

Non-Cumulative

5-Year Fixed Rate Reset Class B Preferred Shares Series 49 (Non-Viability Contingent Capital (NVCC)) issued concurrently with the LRCN 2.

2

On July 27, 2022, the Bank issued Cdn$500 million of Non-Cumulative 5-Year Fixed Rate Reset Class B Preferred Shares Series 50 (Non-Viability Contingent Capital (NVCC)).

3

On September 13, 2022, the Bank issued Cdn$1 billion 7.325% Limited Recourse Capital Notes Series 3 (Non-Viability Contingent Capital (NVCC)) (“LRCN 3”). Upon the occurrence of a recourse event, the noteholders will have recourse to assets held in a consolidated trust managed by a third party trustee. The trust assets are currently comprised of Cdn$1 billion of the

Non-Cumulative

5-Year Fixed Rate Reset Class B Preferred Shares Series 51 (Non-Viability Contingent Capital (NVCC)) issued concurrently with the LRCN 3.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes  ☒                                                No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of

Regulation S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

Yes  ☒                                                No  ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule

12b-2

of the Exchange Act.

Emerging growth company  ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.  ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Yes  ☒                                                No  ☐

Auditor Name: KPMG LLP

Auditor Location: Toronto, Ontario, Canada

Auditor PCAOB ID Number: 85

TABLE OF CONTENTS

DISCLOSURE CONTROLS AND PROCEDURES

INTERNAL CONTROL OVER FINANCIAL REPORTING

AUDIT AND CONDUCT REVIEW COMMITTEE FINANCIAL EXPERT

CODE OF ETHICS

PRINCIPAL ACCOUNTANT FEES AND SERVICES

OFF-BALANCE

SHEET ARRANGEMENTS

CONTRACTUAL AND OTHER OBLIGATIONS

IDENTIFICATION OF THE AUDIT AND CONDUCT REVIEW COMMITTEE

SUMMARY OF SIGNIFICANT CORPORATE GOVERNANCE DIFFERENCES

UNDERTAKING

SIGNATURES

EXHIBIT INDEX

Annual Information Form

Management’s Discussion and Analysis for the Fiscal Year Ended October 31, 2022

Consolidated Financial Statements for the Fiscal Year Ended October 31, 2022

Consent of Independent Registered Public Accounting Firm dated December 1, 2022

Section 302 Certifications of Chief Executive Officer

Section 302 Certifications of Chief Financial Officer

Section 906 Certifications

Code of Conduct

Inline Interactive Data File

Cover Page Interactive Data File

1

DISCLOSURE CONTROLS AND PROCEDURES

The information provided under the heading “Management’s Annual Report on Disclosure Controls and Procedures and Internal Control over Financial Reporting — Disclosure Controls and Procedures” (page 120) contained in the Bank’s Management’s Discussion and Analysis for the fiscal year ended October 31, 2022 (“2022 MD&A”), filed as Exhibit 99.2 to this annual report on

Form 40-F,

is incorporated by reference herein.

INTERNAL CONTROL OVER FINANCIAL REPORTING

a. Management’s annual report on internal control over financial reporting

The information provided under the heading “Management’s Annual Report on Disclosure Controls and Procedures and Internal Control over Financial Reporting — Internal Control over Financial Reporting” (page 120) contained in the 2022 MD&A, filed as Exhibit 99.2 to this annual report on

Form 40-F,

is incorporated by reference herein.

b. Auditor’s attestation report on internal control over financial reporting

The Bank’s shareholders’ auditors, KPMG LLP, have issued an audit report on our internal control over financial reporting. This audit report appears on page 140 of the Bank’s Consolidated Financial Statements for the fiscal year ended October 31, 2022, filed as Exhibit 99.3 to this annual report on

Form 40-F

and is incorporated by reference herein.

c. Changes in internal control over financial reporting

The information provided under the heading “Management’s Annual Report on Disclosure Controls and Procedures and Internal Control over Financial Reporting — Changes in Internal Control over Financial Reporting” (page 120) contained in the 2022 MD&A, filed as Exhibit 99.2 to this annual report on

Form 40-F,

is incorporated by reference herein.

AUDIT AND CONDUCT REVIEW COMMITTEE FINANCIAL EXPERT

The information provided under the heading “Audit and Conduct Review Committee Information — Composition of the Audit and Conduct Review Committee” (page 17) identifying the Bank’s Audit and Conduct Review Committee Financial Experts, and confirming the independence of the Audit and Conduct Review Committee Financial Experts, as set forth in the Bank’s Annual Information Form (dated December 1, 2022), filed as Exhibit 99.1 to this annual report on

Form 40-F,

is incorporated by reference herein.

CODE OF ETHICS

The Bank’s Code of Conduct (“Code”) is its code of business conduct and ethics, which is applicable to every director and employee of the Bank. In fiscal 2022 the Bank made certain amendments to the Code, primarily intended to ensure alignment with the enhanced Financial Consumer Protection Framework (Bill C-86) in Canada’s

Bank Act

that came into effect on June 30, 2022. As a result of these amendments: (1) references in the Code to Ombudsperson were replaced with Ethics Office; and (2) language and references in the Code related to speaking up and raising concerns were updated to align with the Bank’s refreshed Whistleblower Process and new Speak Up! Framework. In addition to these changes, certain other technical, administrative, or non-substantive amendments were made to the Code. Amended versions of the Code were furnished to the Commission on Form 6-K on November 5, 2021 and June 13, 2022. The Code is available on the Bank’s website 

www.bmo.com/main/about-bmo

under “Learn more about us” and is available in print without charge to any shareholder upon request. Unless and to the extent specifically referred to herein, the information on the Bank’s website shall not be deemed to be incorporated by reference in this annual report on Form 40-F.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information provided under the heading “Shareholders’ Auditors’ Services and Fees — Shareholders’ Auditors’ Fees” and “—

Pre-Approval

Policies and Procedures” (page 119) contained in the 2022 MD&A, filed as Exhibit 99.2 to this annual report on

Form 40-F,

is incorporated by reference herein.

OFF-BALANCE

SHEET ARRANGEMENTS

The information provided under the heading “Financial Condition Review –

Off-Balance

Sheet Arrangements” (pages 71 and 72) contained in the 2022 MD&A, filed as Exhibit 99.2 to this annual report on

Form 40-F,

is incorporated by reference herein.

2

CONTRACTUAL AND OTHER OBLIGATIONS

The information provided under the heading “Enterprise-Wide Risk Management – Liquidity and Funding Risk – Contractual Maturities of Assets and Liabilities and

Off-Balance

Sheet Commitments” (pages 102 and 103) contained in the 2022 MD&A, filed as Exhibit 99.2 to this annual report on

Form 40-F,

is incorporated by reference herein.

IDENTIFICATION OF THE AUDIT AND CONDUCT REVIEW COMMITTEE

The information provided under the heading “Audit and Conduct Review Committee Information — Composition of the Audit and Conduct Review Committee” (page 17) identifying the Bank’s Audit and Conduct Review Committee and confirming the independence of the Audit and Conduct Review Committee as set forth in the Bank’s Annual Information Form (dated December 1, 2022), filed as Exhibit 99.1 to this annual report on

Form 40-F,

is incorporated by reference herein.

SUMMARY OF SIGNIFICANT CORPORATE GOVERNANCE DIFFERENCES

A summary of significant ways corporate governance practices followed by the Bank differ from corporate governance practices required to be followed by U.S. domestic companies under The New York Stock Exchange’s listing standards (disclosure required by Section 303A.11 of the NYSE Listed Company Manual) is available on the Bank’s website at

www.bmo.com

.

UNDERTAKING

Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities in relation to which the obligation to file an annual report on

Form 40-F

arises or transactions in said securities.

3

SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on

Form 40-F

and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

Registrant: BANK OF MONTREAL

By:	/s/ Tayfun Tuzun
	Tayfun Tuzun
	Chief Financial Officer
Date: December 1, 2022

4

EXHIBIT INDEX

Exhibits	Description
99.1	Annual Information Form
99.2	Management’s Discussion and Analysis for the Fiscal Year Ended October 31, 2022
99.3	Consolidated Financial Statements for the Fiscal Year Ended October 31, 2022
99.4	Consent of Independent Registered Public Accounting Firm dated December 1, 2022
99.5	Certifications of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.6	Certifications of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
99.7	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.8	Code of Conduct (incorporated by reference to the Bank’s Current Report on Form 6-K furnished to the Commission on June 13, 2022)
101	Inline Interactive Data File
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

5