Mandate of the Board & Board Chairman
Mandate of the Board
The role of the Board is to supervise the management of Bombardier’s business and affairs with the objective of increasing profitability and, therefore, enhancing shareholder value.
The directors, in exercising their powers and discharging their duties, shall act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
Management’s role is to conduct the day-to-day operations in a way that is consistent with the business plan approved by the Board.
The Board decides all matters expressly stated herein to be under its jurisdiction or provided for under the Canada Business Corporations Act (“CBCA”) or other applicable legislation or Bombardier’s articles of incorporation or by-laws (subject always to the power of the Board to delegate to a Committee or to individual directors or officers any part of its authority which it may lawfully so delegate). The Board may assign to any Board Committee the prior review of any issues the Board is responsible for Board Committee recommendations are subject to Board approval. The Board is to be informed of any Board Committee decisions at the regular Board meeting next following such decision.
As part of its stewardship responsibility, the Board advises management on significant business issues and has the following responsibilities:
APPROVING BOMBARDIER’S STRATEGY
- adopting a strategic plan, updating it on at least an annual basis, taking into account, among other things, the opportunities and risks of the business, and monitoring the implementation of the strategic plan by management;
- adopting, on an annual basis, an appropriate business plan which reflects the implementation of the first year of the strategic plan, and reviewing it on a quarterly basis.
MONITORING FINANCIAL MATTERS AND INTERNAL CONTROLS
- through the work and recommendations of the Audit Committee, monitoring the quality and integrity of Bombardier’s accounting and financial reporting systems, disclosure controls and procedures, internal controls and management information systems, including by overseeing:
- the integrity and quality of Bombardier’s financial statements and other financial information and the appropriateness of their disclosure;
- independent auditors’ qualifications and independence;
- the performance of Bombardier’s internal audit function and of Bombardier’s independent auditors; and
- Bombardier’s compliance with its own Code of Ethics and Business Conduct and all applicable legal and regulatory requirements;
- except to the extent delegated by the Board, the responsibility of all decisions involving a minimum amount, as provided in the Administration Policy pertaining to the various levels of authority;
- based on the recommendations of the Audit Committee, recommending to the shareholders of Bombardier the appointment of its independent auditors;
- through the work and recommendations of the Finance and Risk Management Committee, ensuring that an appropriate risk assessment process is in place to identify, assesses and manage the principal risks of Bombardier’s business;
- adopting communications policies and monitoring Bombardier’s investor relations programs; Bombardier’s communications policies (i) address how Bombardier interacts with analysts, investors, other key stakeholders and the public, (ii) contain measures for Bombardier to comply with its continuous and timely disclosure obligations and to avoid selective disclosure, and (iii) are reviewed at least annually.
MONITORING PENSION FUND MATTERS
- through the work and recommendations of the Finance and Risk Management Committee, monitoring and reviewing Bombardier’s pension fund investment policies and practices, in the context of pension plan liabilities.
MONITORING ENVIRONMENTAL MATTERS
- through the work and recommendations of the Finance and Risk Management Committee, monitoring and reviewing, as appropriate, Bombardier’s environmental policies and practices and overseeing their compliance with applicable legal and regulatory requirements.
MONITORING OCCUPATIONAL HEALTH AND SAFETY MATTERS
- through the work and recommendations of the Human Resources and Compensation Committee, monitoring and reviewing, as appropriate, Bombardier’s occupational health and safety policies and practices and overseeing their compliance with applicable legal and regulatory requirements.
OVERSEEING THE SUCCESSION PLANNING OF THE CHIEF EXECUTIVE OFFICER AND A NUMBER OF SELECTED SENIOR EXECUTIVE POSITIONS THROUGH THE APPROPRIATE MECHANISMS PUT IN PLACE BY THE HUMAN RESOURCES AND COMPENSATION COMMITTEE
- appointing the Chief Executive Officer, monitoring his performance and overseeing the appointment of a number of selected senior executive positions;
- approving the compensation of the Chief Executive Officer and ensuring that an appropriate portion of the compensation of the Chief Executive Officer’ and of a number of selected senior executive positions is tied to the short- and long-term performance of Bombardier;
- ensuring that recruitment, training and development processes are in place to attract, motivate and retain qualified executives to meet Bombardier’s business objectives.
MONITORING CORPORATE GOVERNANCE ISSUES THROUGH THE WORK AND RECOMMENDATIONS OF THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE
- monitoring the size and composition of the Board to ensure effective decision-making;
- overseeing management in the competent and ethical operation of Bombardier;
- monitoring Bombardier’s approach to governance issues and monitoring and reviewing, as appropriate, Bombardier’s Corporate Governance Manual and policies;
- reviewing, from time to time, Bombardier’s Code of Ethics and Business Conduct applicable to Bombardier’s directors, officers, and employees;
- ensuring the annual performance assessment of the Board, Board Committees, board and committee chairs and individual directors and determining their remuneration;
- recommending to the Board (i) the Board nominees for election at the annual meeting of shareholders or (ii) up to two nominees to be appointed by the Board as additional directors to hold office for a term expiring not later than the close of the next annual meeting of shareholders or (iii) the nominees to fill Board vacancies.
THE LEAD DIRECTOR
- prior to or after each regular meeting of the Board, if required, the independent directors will meet under the chairmanship of the Lead Director who is appointed annually by the members of the Board;
- additional meetings may be held at the request of any independent director;
- thereafter, the Lead Director will transmit to the Chairman of the Board and Chief Executive Officer, any comment, question or suggestion of independent directors;
- independent directors have no decision-making power;
- independent directors may provide for their own procedure such as secretariat, notices of meeting, minutes and similar matters;
- their quorum is composed of a majority of the independent directors.
Mandate of the Chairman of the Board of Directors
As Chairman of the Board of Directors, Pierre Beaudoin is responsible for ensuring that the Board of Directors carries out its responsibilities effectively and clearly, notably in supervising the management of Bombardier’s business and affairs, in accordance with the mandate of the Board of Directors. His specific responsibilities include, among other things:
- managing the Board of Directors and setting the agenda in consultation with the President and Chief Executive Officer;
- providing leadership to enhance Board of Directors effectiveness and ensuring that the Board of Directors works as a cohesive team;
- representing Bombardier in certain customer relations and conferences; and
- working with the CGNC to ensure Board of Directors quality and continuity by:
- reviewing the performance of the Board of Directors, its committees and individual directors;
- making sure the skills and competencies of individual directors are incremental to the Board of Directors as a whole; and
- ensuring that the Board of Directors develops clear position descriptions for the Chairman and the chair of each Board of Directors’ committee.