PDF format of entire Quarterly news release including this Performance Overview, Financial Highlights table, the Financial Performance Review and Unaudited Financial Statements

BMO's New 45-55% Target Dividend Payout Range Leads the Canadian Banking Industry and Reflects BMO's Commitment to Effective Capital Management

Year-over-Year Operating Highlights for the Quarter:

• Net income of $644 million, up $44 million or 7.1%
• EPS¹of $1.24, up 6.9%, and cash EPS² of $1.25, up 3.3%
• Excluding the $67 million after-tax net impact of significant items that benefited results a year ago, net income increased $111 million or 21% and EPS increased $0.21 or 20%
• ROE of 19.1%, compared with 19.5% a year ago
• A $66 million specific provision for credit losses, compared with a $46 million specific provision and $40 million reduction of the general allowance last year
• Revenue² growth of 3.0% (5.4% excluding Harrisdirect³ and 7.4% after also excluding the impact of the weaker U.S. dollar)
• Expense decline of 0.5% (3.3% growth excluding Harrisdirect and 5.4% growth after also excluding the impact of the weaker U.S. dollar)
• Productivity ratio² improves 225 basis points to 62.7% and cash productivity ratio² by 170 basis points to 62.3%
• Announced a $0.09 or 17% increase in dividends to $0.62 per common share in the third quarter and raised the target dividend payout range to 45-55% from 35-45% of net income available to common shareholders
• Tier 1 Capital Ratio of 10.17%, well above our target of 8% and up from 9.38% a year ago but down from 10.38% at the end of the first quarter
• Operating Group Net Income
  • Personal and Commercial Client Group down $7 million or 2.4% to $286 million (up $13 million or 4.7% excluding a $20 million recovery of prior years' income taxes in 2005)
    • P&C Canada down $4 million or 1.3% to $259 million (up $16 million or 6.9% excluding the $20 million recovery of prior years' income taxes, due to strong volume growth)
    • P&C Chicagoland Banking down $3 million or 12% to $27 million (down US$2 million or 4.6% on a U.S. dollar basis due to infrastructure spending)
  • Private Client Group up $19 million or 25% to $96 million, due to strong revenue growth (adjusted for the sale of Harrisdirect)
  • Investment Banking Group up $39 million or 19% to $245 million (up $76 million or 45% excluding a $37 million after-tax gain on restructuring VIEs in 2005, due to strong revenue growth and a low effective tax rate)
  • Corporate Support down $7 million to $17 million (up $3 million excluding the $10 million after tax net benefit of a reduction of the general allowance and a litigation provision in 2005)

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Year-over-Year Operating Highlights for the Year to Date:

• Net income of $1,274 million, up $72 million or 5.9%
• EPS of $2.46, up 6.0%, and cash EPS of $2.49, up 3.8%
• Excluding the $99 million after-tax net impact of significant items that benefited results for the year-to-date period a year ago, net income increased $171 million or 15% and EPS increased $0.33 or 15%
• ROE of 18.8%, compared with 19.5%
• Productivity ratio improves 180 basis points to 62.1% and cash productivity ratio improves 125 basis points to 61.7%

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1 All Earnings per Share (EPS) measures in this release refer to diluted EPS unless specified otherwise.

2 The adjustments that change results under generally accepted accounting principles (GAAP) to cash results and GAAP revenue and income taxes to a taxable equivalent basis (teb) are outlined in the Non-GAAP Measures section in the Financial Performance Review, where all non-GAAP measures and their closest GAAP counterparts are outlined.  Revenues and income taxes in the financial statements are stated in accordance with GAAP.  Otherwise, all revenues and income taxes and measures that include revenues or income taxes in this document are stated on a taxable equivalent basis.

3 In the fourth quarter of 2005, BMO completed the sale of Harrisdirect, our former U.S. direct-investing business.  Certain of our revenue and expense growth and productivity measures have been disclosed on a basis that excludes Harrisdirect results in the comparative periods, to assist in explaining performance.   

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 References to retail and business banking refer to Personal and Commercial Client Group activities and references to wealth management refer to Private Client Group activities.

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 �  Registered trade-mark of Bank of Montreal.

 

second Quarter 2006 MANAGEMENT'S DISCUSSION AND ANALYSIS (MD&a)

MD&A commentary is as of May 24, 2006.  Unless otherwise indicated, all amounts are in Canadian dollars and have been derived from financial statements prepared in accordance with Canadian generally accepted accounting principles (GAAP).

Summary Data
 

^{(1)     These are non-GAAP amounts or non-GAAP measures.  Please see footnote 2 to the preceding Operating Highlights and the Non-}

^{GAAP Measures section in the Financial Performance Review, which outline the use of non-GAAP measures in this document.}

Toronto, May 24, 2006 – BMO Financial Group reported net income of $644 million for the second quarter ended April 30, 2006, up $44 million or 7.1% from a year ago.  EPS increased $0.08 or 6.9% to $1.24 and Cash EPS increased $0.04 or 3.3% to $1.25.

BMO also announced a $0.09 or 17% increase in dividends to $0.62 per common share in the third quarter and raised its target dividend payout range to 45-55% from 35-45% of net income available to common shareholders. 

PERFORMANCE OVERVIEW

“Earnings increased strongly from a year ago,” said Tony Comper, President and Chief Executive Officer, BMO Financial Group.  “Investment Banking Group earned record net income and Private Client Group's results were its second-best ever, surpassed only by the final quarter of last year when we recorded significant gains on sales.  P&C Canada continues to generate strong volume growth, while investing in strategic initiatives.

“I'm pleased to also announce that BMO is increasing its target dividend payout range to 45-55% of net income available to common shareholders.  The increase, from 35-45%, is reflective of our confidence in our continued ability to generate earnings and our strong capital position.  Our disciplined approach to capital management will allow us to continue to execute our attractive growth strategies and continue our longstanding commitment to enhancing shareholder value.

“In keeping with our new payout target, I'm also pleased to announce a 17% increase in our third quarter dividend to common shareholders, which will grow by $0.09 to $0.62 per common share, up 35% from a year ago.”

Net income increased $111 million or 21% from the second quarter a year ago excluding the significant items outlined below from results in 2005.  On a similarly-adjusted basis, EPS increased $0.21 or 20% and Cash EPS increased $0.17 or 16%.  

Net income in the second quarter of 2005 was increased by the $67 million ($0.13 per share) after-tax net impact of:

• A $44 million ($37 million after tax) revenue increase in Investment Banking Group related to the restructuring of customer securitization variable interest entities (VIEs);
• A $40 million ($26 million after tax) reduction in the general allowance for credit losses reflected in Corporate Support;
• A $20 million recovery of prior years' income taxes recorded in Personal and Commercial Client Group; and
• A $25 million ($16 million after tax) litigation provision reflected in Corporate Support expenses.

Adjusted for the impact of last year's sale of Harrisdirect, there was robust revenue growth in Private Client Group that drove a $19 million or 25% increase in its net income.  The benefit of strong revenue growth and a low tax rate drove improved performance in Investment Banking Group where net income increased $39 million, but increased $76 million or 45% excluding revenue recognized on restructuring VIEs in the year-ago period.  Personal and Commercial Client Group net income declined $7 million from the second quarter of 2005, but increased $13 million or 4.7% excluding the recovery of prior years' income taxes recognized in the previous year.  The increase was driven largely by improved volumes. 

Net income improved $14 million or 2.0% from the already strong results of the first quarter.  Higher provisions for credit losses, lower trading revenues and costs of investing for future growth in our retail banking and wealth management platforms were offset by the benefit of a low tax rate.

Investment Banking Group net income improved by $17 million or 7.3% from the first quarter, as a low effective tax rate and reduced expenses more than offset lower revenues.  Private Client Group net income rose $2 million or 2.5%, as solid revenue growth offset higher revenue-based costs.  Corporate Support net income increased $9 million due to reduced expenses.  Personal and Commercial Client Group net income declined by $14 million or 4.7%, as improved volumes were offset by reduced net interest margin, increased costs and the impact of three fewer calendar days in the second quarter.

Year to date, net income of $1,274 million rose $72 million or 5.9% from the comparable period in 2005.  EPS was $2.46, up $0.14 or 6.0%, and cash EPS was $2.49, up $0.09 or 3.8%.  There were five significant items in the year-to-date period ended April 30, 2005, comprising the four amounts itemized above plus a $32 million recovery of prior years' income taxes in Investment Banking Group's results in the first quarter of 2005.  These significant items increased BMO's earnings for the comparable period in 2005 by a net $99 million ($0.19 per share).  Excluding those significant items of a year ago, net income for the year to date increased $171 million or 15%.   On a similarly-adjusted basis, EPS for the year-to-date period rose $0.33 or 15% and cash EPS rose $0.28 or 13%. 

Personal and Commercial Client Group net income for the year to date declined $1 million, but increased by $19 million or 3.4% excluding the recovery of prior years' income taxes in the year-ago period, driven by strong volume growth, partially offset by the impact of reduced net interest margins, higher provisions for credit losses and increased expenses.  Private Client Group net income increased $40 million or 27%, as strong revenue growth, adjusting for the sale of Harrisdirect, more than offset increased revenue-based costs.  Investment Banking Group net income increased $30 million, but excluding the VIE revenue and the recovery of prior years' income taxes in 2005, net income increased $99 million or 26%, as strong revenue growth more than offset higher performance-based costs. 

“We have delivered strong year-to-date performance and remain on track to achieve the financial targets we set for the year,” added Mr. Comper.  “We continue to successfully balance the need to invest for future growth with our commitment to achieve our annual targets.”

Revenue¹ for the quarter increased $75 million or 3.0% from a year ago to $2,503 million, but increased $128 million or 5.4% excluding Harrisdirect and $172 million or 7.4% after also excluding the VIE revenues of a year ago.  The weaker U.S. dollar lowered revenue growth by $48 million or 2.0%.  Personal and Commercial Client Group revenue increased $53 million or 4.1% due to strong volume growth in personal and commercial products, partially offset by reduced securitization revenue and the effects of lower net interest margins and the weaker U.S. dollar.  Private Client Group revenue decreased $16 million or 3.4%, but increased $37 million or 8.1% excluding Harrisdirect and $43 million or 9.4% after also excluding the impact of the weaker U.S. dollar.  The Group's revenue growth was broadly-based.  Investment Banking Group's revenue increased $46 million or 6.8%, but increased $90 million or 14% excluding VIE revenues and $117 million or 18% after also excluding the impact of the weaker U.S. dollar.  Trading revenue was up appreciably due to favourable trading conditions and increased client activities associated with higher volatility in energy prices.  Securities commissions and equity and debt underwriting activities also increased.  BMO's net investment securities gains were $30 million in the quarter, up from a relatively low $12 million of gains in the second quarter of 2005.

Revenue declined $9 million or 0.4% from the first quarter, in part due to three fewer calendar days in the second quarter.  Personal and Commercial Client Group revenue was up $3 million, as the effects of volume growth were partially offset by the impact of fewer days, lower net interest margin and the weaker U.S. dollar.  Investment Banking Group revenue declined by $17 million or 2.3% due to lower merger and acquisition fees this quarter and particularly high trading revenues in the first quarter.  However, equity and debt underwriting fees increased together with securities commissions.  Private Client Group revenue increased $23 million or 4.9% due primarily to higher commission and fee-based revenue in full-service investing and increased client trade volumes in direct investing.

Year to date, revenue rose $148 million or 3.0% to $5,015 million, but increased $256 million or 5.4% excluding Harrisdirect and $300 million or 6.3% after also excluding VIE revenues.  The weaker U.S. dollar lowered revenue growth by $78 million or 1.6%.   Year-to-date revenue growth was largely attributable to the same factors that contributed to the quarter's year-over-year growth.

BMO's overall net interest margin¹ was 1.49% in the second quarter of 2006, a decline of 11 basis points from a year ago, and 9 basis points from the first quarter.  Two-thirds of the decline from the first quarter was attributable to the decline in Investment Banking Group.  Net interest margins in P&C Canada and Investment Banking Group both declined relative to a year ago and relative to the first quarter.  P&C Chicagoland Banking's margin declined from a year ago but improved from the first quarter.  Net interest margins are detailed in the Revenue section of the Financial Performance Review.

Non-interest expense in the second quarter of 2006 decreased $8 million or 0.5% from a year ago to $1,571 million, but increased $50 million or 3.3% excluding Harrisdirect and $75 million or 5.0% after also excluding last year's litigation provision.  The weaker U.S. dollar lowered expense growth by $32 million or 2.0%.  There were increased performance-based costs in Investment Banking Group and higher revenue-based costs in Private Client Group.  Retail and business banking costs rose due to higher employee-related costs resulting from an expansion of both our retail and commercial sales forces in Canada and acquisitions and associated integration costs in P&C Chicagoland Banking as well as the costs of new branches.   Increased initiative expenditures in both Canada and the United States added to retail and business banking expenses.

Non-interest expense increased $26 million or 1.6% from the first quarter.  There were increased marketing costs and higher expenses due to investing in our physical distribution network in Canadian retail and business banking.  Acquisitions, increased credit origination and marketing expenses as well as a major branch technology initiative added to costs in Chicagoland Banking.  There were increases in revenue-based costs in Private Client Group, while Investment Banking Group's costs declined despite higher performance-based costs.  Expenses were lowered by the impact of three fewer calendar days in the second quarter.

Year to date, non-interest expense was relatively unchanged at $3,116 million, but increased $119 million or 4.0% excluding Harrisdirect and $144 million or 4.9% after also excluding last year's litigation provision.  The weaker U.S. dollar lowered expense growth by $50 million or 1.6%.  Increased expenses were primarily due to the same factors that contributed to higher expenses in the second quarter relative to a year ago. 

The productivity ratio was 62.7% in the second quarter of 2006, compared with 65.0% a year ago.  The cash productivity ratio improved 170 basis points to 62.3%, or by 117 basis points excluding Harrisdirect in the year-ago period.  Our productivity and cash productivity ratios deteriorated 123 basis points from the first quarter.  Year to date, our productivity ratio improved 180 basis points from the comparable period in 2005, while our cash productivity ratio improved by 125 basis points, the differing rates of change relating largely to the sale of Harrisdirect and the resulting reduction in the amortization of intangible assets, a non-cash charge.

Although up from a year ago, specific provisions for credit losses remain at low levels, totalling $66 million in the second quarter, compared with $46 million a year ago and $52 million in the first quarter.  There was a $40 million reduction in the general allowance for credit losses in the second quarter of 2005.   Specific provisions for credit losses were $118 million for the year to date, compared with $89 million a year ago.  The overall provision for credit losses for the comparable year-to-date period in 2005 was $49 million, including the $40 million reduction in the general allowance, compared to $118 million for the current year to date.  We continue to anticipate specific provisions for credit losses of $325 million or less in fiscal 2006, below the 2006 annual target of $400 million or less established at the beginning of the year.

Net income from U.S.-based businesses totalled US$100 million in the second quarter of 2006, compared with US$106 million a year ago and US$109 million in the first quarter.  Excluding US$23 million of net income recognized in U.S. results on the restructuring of VIEs in the prior year, net income improved US$17 million from a year ago as stronger commodity derivatives trading revenues were only partially offset by higher expenses.  The decrease from the first quarter was due to reduced earnings in P&C Chicagoland Banking and Private Client Group.  Lower commodity derivatives trading revenues in Investment Banking Group were largely offset by improved commission revenues and reduced expenses.

The Tier 1 capital ratio was 10.17%, down from 10.38% at the end of the first quarter and 10.25% at the end of 2005.  The decreases were primarily attributable to increases in risk-weighted assets, largely due to loan growth in Personal and Commercial Client Group and Investment Banking Group. 

During the quarter, we repurchased 1,861,300 Bank of Montreal common shares under our common share repurchase program at an average cost of $65.63 per share, for a total cost of $122 million.  There have been 3,215,800 common shares repurchased under the existing normal-course issuer bid that expires on September 5, 2006 and pursuant to which BMO is permitted to repurchase for cancellation up to 15 million Bank of Montreal common shares, representing approximately 3% of BMO's public float.  Our common share repurchase program is primarily intended to offset, over time, the impact of dilution caused by the exercise of stock options, our dividend reinvestment plan and the conversion of convertible shares.

Bank of Montreal has an equity ownership interest in MasterCard Incorporated.  On May 5, 2006, MasterCard filed a preliminary prospectus in connection with a proposed initial public offering in the United States.  A portion of Bank of Montreal's interest in MasterCard is expected to be redeemed as part of the initial public offering process.  If the transaction is completed on the terms outlined in the preliminary prospectus, BMO could realize an after-tax gain of approximately CDN$20-$30 million on our redeemed interest.  The actual gain will vary depending on the pricing and expenses of the offering, the gross proceeds realized by MasterCard, the number of shares actually redeemed and exchange rates.

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^{1 On a taxable equivalent basis -- see the GAAP and Related Non-GAAP Measures section}

Annual Targets for 2006

Year-to-date Performance to April 30, 2006

� 5% to 10% EPS growth from a base of $4.59 (excluding changes in the general allowance) � ROE of 17% to 19% � Specific provision for credit losses of $400 million or less We continue to anticipate specific provisions of $325 million or less in fiscal 2006, as estimated in the first quarter               � Tier 1 capital ratio of at least 8.0%    � Improve our cash productivity ratio by 100 to 150 basis points

� EPS of $2.46, up 8.4% from $2.27 (excluding changes in the general allowance) � ROE of 18.8% annualized � Specific provision for credit losses of $118 million � Tier 1 capital ratio of 10.17% � Cash productivity improvement of 125 basis points year-over-year

 

2006 Earnings and Economic Outlook

We remain on track to achieve the annual targets for 2006 outlined above, which were established at the end of 2005.  We now expect that the Canadian economy will grow at a respectable pace of 3.2% in 2006, compared with 2.9% in 2005.  Business investment is expected to remain strong, as we anticipate continued healthy profit growth.  This should support growth in business lending.  In contrast, the housing market is expected to moderate from extremely high levels of activity as past increases in interest rates dampen demand for residential mortgages.  The strong Canadian dollar will also likely restrain economic growth this year.  Nevertheless, the continued solid economic expansion should support fee-based investment banking activities in 2006.  High commodity prices and general weakness in the U.S. dollar are expected to continue to support the Canadian dollar, which in turn should limit further increases in interest rates.  We anticipate that the resource-producing Western provinces will continue to lead Canada's economy this year.

The U.S. economy is now projected to expand at a moderately strong rate of 3.5% in 2006, similar to last year's pace.  Continued strong business investment resulting from healthy corporate balance sheets is expected to drive the expansion, and should support business loan growth.  Although the Federal Reserve appears to be near the end of its tightening cycle, past increases in interest rates will likely temper demand for residential mortgages and personal loans.  Despite a low unemployment rate and high energy costs, inflation should be restrained by high productivity growth and intense global competition.  The U.S. dollar is expected to continue to depreciate against most major currencies in response to the large U.S. trade deficit.

Management's Responsibility for Financial Information

A rigorous and comprehensive financial governance framework is in place at BMO and its subsidiaries at both the management and board levels.  Each year, BMO's Annual Report contains a statement signed by the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) outlining management's responsibility for financial information contained in the report.  BMO filed certifications, signed by the CEO and CFO, with the Canadian Securities Administrators and the SEC in the United States in December 2005 when we filed our Annual Report and other annual disclosure documents.  In those filings, BMO's CEO and CFO certify, as required in Canada by Multilateral Instrument 52-109 (Certification of Disclosure in Issuers' Annual and Interim Filings) and in the United States by the Sarbanes-Oxley Act, the appropriateness of the financial disclosures in our annual filings and the effectiveness of our disclosure controls and procedures.  BMO's CEO and CFO certify the appropriateness of the financial disclosures in our interim filings with securities regulators, including this MD&A and the accompanying unaudited interim consolidated financial statements for the period ended April 30, 2006.  They also certify that they are responsible for the design of disclosure controls and procedures. 

As in prior quarters, BMO's audit committee reviewed this document, including the attached unaudited interim consolidated financial statements, and BMO's Board of Directors approved the document prior to its release. 

A comprehensive discussion of our businesses, strategies and objectives can be found in Management's Discussion and Analysis in BMO's 2005 Annual Report, which can be accessed on our web site at www.bmo.com/investorrelations.  Readers are also encouraged to visit the site to view other quarterly financial information.

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Regulatory Filings

Our continuous disclosure materials, including our interim filings, annual MD&A and audited consolidated financial statements, our Annual Information Form and the Notice of Annual Meeting of Shareholders and Proxy Circular are available on our web site at www.bmo.com/investorrelations, on the Canadian Securities Administrators' web site at www.sedar.com and on the EDGAR section of the SEC's web site at www.sec.gov.

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To view the rest of this news release consisting of:

Financial Highlights	click here
Financial Performance Review	click here
Unaudited Financial Statements	click here

Bank of Montreal's public communications often include written or oral forward-looking statements. Statements of this type are included in this document, and may be included in other filings with Canadian securities regulators or the U.S. Securities and Exchange Commission, or in other communications. All such statements are made pursuant to the ‘safe harbor' provisions of the United States Private Securities Litigation Reform Act of 1995 and of any applicable Canadian securities legislation. Forward-looking statements may involve, but are not limited to, comments with respect to our objectives and priorities for 2006 and beyond, our strategies or future actions, our targets, expectations for our financial condition or share price, and the results of or outlook for our operations or for the Canadian and U.S. economies.

By their nature, forward-looking statements require us to make assumptions and are subject to inherent risks and uncertainties. There is significant risk that predictions, forecasts, conclusions or projections will not prove to be accurate, that our assumptions may not be correct and that actual results may differ materially from such predictions, forecasts, conclusions or projections.  We caution readers of this document not to place undue reliance on our forward-looking statements as a number of factors could cause actual future results, conditions, actions or events to differ materially from the targets, expectations, estimates or intentions expressed in the forward-looking statements.

The future outcomes that relate to forward-looking statements may be influenced by many factors, including but not limited to: general economic conditions in the countries in which we operate; interest rate and currency value fluctuations; changes in monetary policy; the degree of competition in the geographic and business areas in which we operate; changes in laws; judicial or regulatory proceedings; the accuracy and completeness of the information we obtain with respect to our customers and counterparties; our ability to execute our strategic plans and to complete and integrate acquisitions; critical accounting estimates; operational and infrastructure risks; general political conditions; global capital market activities; the possible effects on our business of war or terrorist activities; disease or illness that impacts on local, national or international economies, and disruptions to public infrastructure, such as transportation, communications, power or water supply; and technological changes.

We caution that the foregoing list is not exhaustive of all possible factors. Other factors could adversely affect our results. For more information, please see the discussion on pages 29 and 30 of BMO's 2005 Annual Report, which outlines in detail certain key factors that may affect BMO's future results.  When relying on forward-looking statements to make decisions with respect to Bank of Montreal, investors and others should carefully consider these factors, as well as other uncertainties and potential events, and the inherent uncertainty of forward-looking statements.  Bank of Montreal does not undertake to update any forward-looking statement, whether written or oral, that may be made, from time to time, by the organization or on its behalf.

 

InvestoR and Media Presentation 

Investor Presentation Materials

Interested parties are invited to visit our web site at www.bmo.com/investorrelations to review this quarterly news release, presentation materials and a supplementary financial information package online.  Copies of these documents are also available at BMO Financial Group's offices at 100 King Street West, 18^th Floor, 1 First Canadian Place, Toronto, Ontario, M5X 1A1.

Quarterly Conference Call and Webcast Presentations

Interested parties are also invited to listen to our quarterly conference call on Wednesday, May 24, 2006 at

2:30 p.m. (EDT).  At that time, senior BMO executives will comment on results for the quarter and respond to questions from the investor community.  The call may be accessed by telephone at 416-695-9753 (from within Toronto) or 1-888-789-0089 (toll-free outside Toronto).  A replay of the conference call can be accessed until Wednesday, June 7, 2006 by calling 416-695-5292 (from within Toronto) or 1-888-742-2491 (toll-free outside Toronto) and entering passcode 6789.

A live webcast of the call can be accessed on our web site at www.bmo.com/investorrelations.  A replay can be accessed on the site until Monday, August 21, 2006.

Media Relations Contacts

Ralph Marranca, Toronto, ralph.marranca@bmo.com, 416-867-3996

Ronald Monet, Montreal, ronald.monet@bmo.com, 514-877-1101

Investor Relations Contacts

Viki Lazaris, Senior Vice-President, Investor Relations, viki.lazaris@bmo.com, 416-867-6656

Steven Bonin, Director, Investor Relations, steven.bonin@bmo.com, 416-867-5452

Krista White, Senior Manager, Investor Relations, krista.white@bmo.com, 416-867-7019 

Chief Financial Officer

Karen Maidment, Chief Financial and Administrative Officer,

karen.maidment@bmo.com, 416-867-6776

 

Corporate Secretary

Robert Horte, Vice-President and Corporate Secretary, Corporate and Legal Affairs