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BMO Financial Group ("BMO") is seeking a Senior Counsel and Assistant Corporate Secretary to support Enterprise Board Governance for its U.S. subsidiaries. The Senior Counsel will play a key role in ensuring that BMO's high standards for corporate governance are met. The successful candidate will join a collaborative, highperforming team of legal professionals and will be responsible for advising on a broad range of legal, regulatory, and corporate secretarial matters, with a primary focus on subsidiary governance, board operations, and transactional support. The position reports to the U.S. Corporate Secretary. This is a hybrid role requiring at least 3-4 days a week in the Chicago office.

Corporate Governance & General Legal Support

• Serve as Secretary or Assistant Secretary for designated BMO subsidiaries and affiliates, including preparing agendas, coordinating and overseeing the distribution of meeting materials (including via online board portal), and draft accurate and complete minutes. Lead board and committee meeting operations for BMO's U.S. bank holding company, including Governance, Risk, Regulatory, and Human Resources Committees.

• Monitor and advise on and analyze legal, regulatory, and policy developments impacting board and corporate governance across BMO's U.S. entities.

• Support the preparation of materials for Board and Committee meetings, ensuring consistency with governance requirements and regulatory expectations.

• Conduct director independence reviews, director conflict assessments, and prepare board approval guidelines.

• Plan, attend, and execute Board and Committee meetings, including agenda coordination, compilation and dissemination of materials, minutetaking, and followup on action items.

• Manage director onboarding, questionnaires, attendance tracking, and ongoing governance documentation.

• Draft corporate governance documents such as certificates, resolutions, incumbency certificates, and related corporate records to support governance and transactional matters.

• Maintain corporate entity records, including updates to the Global Entity Management System (GEMS), and support state corporate filings as needed.

• Support special projects involving corporate governance, legal operations, potential M&A transactions, subsidiary oversight, and corporate secretarial matters.

• Support regulatory exams, supervisory inquiries, and internal audits.

CrossFunctional Collaboration & Leadership

• Build strong working relationships with directors, senior executives, legal colleagues, and business partners to support effective governance processes.

• Exercise sound judgment on complex, confidential, and sensitive matters with strategic and reputational impact.

• Recommend enhancements to governance processes, including the use of technology and AI tools to improve efficiency.

• Contribute to a culture aligned with BMO's purpose, values, and strategic priorities.

• Perform additional responsibilities as needed.

• Implement changes in response to shifting trends

Qualifications

• J.D. or LL.B. and licensed to practice law in a relevant U.S. jurisdiction.

• Typically, 5 years of legal experience with a strong focus on corporate governance; inhouse, law firm, and/or regulatory experience preferred.

• Strong knowledge of corporate governance, subsidiary management, and the U.S. regulatory framework applicable to financial institutions.

• Excellent analytical, problemsolving, and judgment capabilities, with the ability to manage complex issues independently.

• Exceptional written and verbal communication skills, with an ability to communicate effectively with senior leaders and directors.

• Demonstrated ability to build strong relationships and work collaboratively across functions.

• Skilled at managing ambiguity, handling timesensitive matters, and operating effectively in a dynamic and highpressure environment.

• Strong negotiation skills and a solutionsoriented mindset aligned with business needs and regulatory expectations.

Salary:

Pay Type:

The above represents BMO Financial Group's pay range and type.

Salaries will vary based on factors such as location, skills, experience, education, and qualifications for the role, and may include a commission structure. Salaries for part-time roles will be pro-rated based on number of hours regularly worked. For commission roles, the salary listed above represents BMO Financial Group's expected target for the first year in this position.

BMO Financial Group's total compensation package will vary based on the pay type of the position and may include performance-based incentives, discretionary bonuses, as well as other perks and rewards. BMO also offers health insurance, tuition reimbursement, accident and life insurance, and retirement savings plans. To view more details of our benefits, please visit:https://jobs.bmo.com/global/en/Total-Rewards

About Us

At BMO we are driven by a shared Purpose: Boldly Grow the Good in business and life. It calls on us to create lasting, positive change for our customers, our communities and our people. By working together, innovating and pushing boundaries, we transform lives and businesses, and power economic growth around the world.

As a member of the BMO team you are valued, respected and heard, and you have more ways to grow and make an impact. We strive to help you make an impact from day one - for yourself and our customers. We'll support you with the tools and resources you need to reach new milestones, as you help our customers reach theirs. From in-depth training and coaching, to manager support and network-building opportunities, we'll help you gain valuable experience, and broaden your skillset.

To find out more visit us at http://jobs.bmo.com/us/en

BMO is proud to be an equal employment opportunity employer. We evaluate applicants without regard to race, religion, color, national origin, sex (including pregnancy, childbirth, or related medical conditions), sexual orientation, gender identity, gender expression, transgender status, sexual stereotypes, age, status as a protected veteran, status as an individual with a disability, or any other legally protected characteristics. We also consider applicants with criminal histories, consistent with applicable federal, state and local law.

BMO is committed to working with and providing reasonable accommodations to individuals with disabilities. If you need a reasonable accommodation because of a disability for any part of the employment process, please send an e-mail to BMOCareers.Support@bmo.com and let us know the nature of your request and your contact information.

Note to Recruiters: BMO does not accept unsolicited resumes from any source other than directly from a candidate. Any unsolicited resumes sent to BMO, directly or indirectly, will be considered BMO property. BMO will not pay a fee for any placement resulting from the receipt of an unsolicited resume. A recruiting agency must first have a valid, written and fully executed agency agreement contract for service to submit resumes.