Senior Counsel & Assistant Corporate Secretary

BMO•Chicago, IL

9d•Hybrid

About The Position

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, high‑performing 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.

Requirements

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; in‑house, 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, problem‑solving, 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 time‑sensitive matters, and operating effectively in a dynamic and high‑pressure environment.
Strong negotiation skills and a solutions‑oriented mindset aligned with business needs and regulatory expectations.

Responsibilities

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, minute‑taking, and follow‑up 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.
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