Board and Management Diversity
Last revision on April 27th, 2023
The Board of Directors adopted a Policy Regarding Diversity in January 2015, and amended it in February 2020. This Policy sets out the Corporation’s approach to achieving and maintaining diversity, including gender and other designated groups, on its Board of Directors and in management positions. We believe that diversity promotes the inclusion of different perspectives and ideas, mitigates groupthink and improves oversight, decision-making and governance. Diversity on the Board of the Directors and in management positions also demonstrates the Corporation’s commitment to diversity at all levels of the Corporation. The CGNC is responsible for annually assessing the effectiveness of the Board of Directors nomination process in meeting the Corporation’s diversity objectives and measuring annual and cumulative progress in achieving its diversity and gender goals, as well as monitoring the implementation of this Policy at the Board level.
BOARD OF DIRECTORS COMPOSITION
When assessing the composition of the Board of Directors or identifying suitable candidates for appointment or re-election to the Board , the CGNC, composed entirely of independent directors, considers candidates based on objective criteria that seek to achieve a diversity of skills, personal qualities, geographical representation, business background, cultural background, diverse experience, global expertise, financial literacy and independence, taking into account Bombardier’s changing circumstances and strategic needs, and having due regard to the benefits of diversity. To accomplish this, the CGNC seeks qualified candidates from beyond the networks of existing Board members and may retain an executive search firm to help meet the Board’s diversity objectives. In particular, the Committee:
- will seek to include diverse candidates in any director search by taking into account that qualified candidates may be found in a broad array of organizations, including government, academic institutions, privately held businesses, non-profit organizations, trade associations and professions such as accounting and law, in addition to the traditional corporate environment;
- considers diversity criteria and potential candidates from a variety of cultural and geographic backgrounds, among other relevant criteria, when determining the optimum composition and balance for the Board of Directors;
- periodically reviews Board recruitment and selection criteria to ensure that diversity remains a component of any search; and
- supports the specific objective of diversity, and considers the level of representation of women and members of other designated groups for Board positions when nominating candidates for election or re-election to the Board. The Corporation aspires to maintain a Board composition in which women represent at least 30% of all directors.
Five of our thirteen nominees for election to our Board are women. The table below shows the representation of women on our Board of Directors as at December 31, 2022 and 2023.
|Number of female directors||4/13||5/13|
|% of female directors||31%||38%|
INDIGENOUS PEOPLES, PERSONS WITH DISABILITIES AND MEMBERS OF VISIBLE MINORITIES
The CGNC believes that the promotion of diversity is best served by a careful consideration of the full range of knowledge, experience, skills and backgrounds of each director candidate in light of the changing needs of the Board of Directors and alignment with the Corporation’s strategy in the current environment, without focusing on specific diversity characteristics. Therefore, the CGNC has not set specific targets for the representation of members of Indigenous Peoples, persons with disabilities or members of visible minorities on our Board. We currently have one director who is a member of a visible minority as defined in the Employment Equity Act (Canada). We do not currently have representation on our Board of members of Indigenous Peoples or persons with disabilities.
Bombardier is a global company, with 15,900 employees representing 112 nationalities in 14 countries. It strives to create a diverse and inclusive culture everywhere it operates. The Corporation supports a merit-based system for the appointment of key roles, operating in a diverse and inclusive culture which solicits multiple perspectives and aims to be free of biases and discrimination. The Corporation is committed to selecting the best candidates as members of management. The Board of Directors believes that diversity is important to provide the necessary range of perspectives, experience and expertise required to achieve effective stewardship and management. Accordingly, and as above-mentioned, the Corporation has adopted a global Policy Regarding Diversity aimed at achieving and maintaining diversity on its Board of Directors, in executive officer positions and in management positions. In addition to gender, other designated groups as defined in Canadian laws are included, such as Indigenous Peoples, members of visible minorities and persons with disabilities. We will continue to strive for the appropriate balance of skills, experience, independence and knowledge of the Corporation and its industry and of our diversity strategy. This includes requirements for the Board of Directors to establish measurable diversity objectives and to measure progress, and for the HRCC to monitor the implementation of the policy and assess the effectiveness of the appointment process for executive officer and management positions at achieving Bombardier’s diversity objectives.
MONITORING THE IMPLEMENTATION OF THE DIVERSITY POLICY
The CGNC and HRCC are responsible for monitoring the implementation and effectiveness of the Policy Regarding Diversity. As such, these Committees assess, on a periodic basis, (i) the mix of diversity, talents, quality and skills on the Board of Directors and in executive officer and management positions; and (ii) progress made on diversity, including on the achievement of measurable diversity objectives. The CGNC and HRCC report their findings to the Board of Directors. The achievement of the specific targets is influenced by a number of factors, such as the frequency at which relevant positions become vacant and the availability of appropriately skilled candidates.
APPOINTMENT PROCESS FOR EXECUTIVE OFFICERS
The HRCC, composed entirely of independent directors, has the mandate to oversee the succession planning for the President and Chief Executive Officer and selected senior executive positions, with the appointment and promotion of other members of management being delegated to management. In compliance with our Policy Regarding Diversity, in fulfilling such role, the HRCC and, where applicable, management:
- considers candidates that are qualified based on their experience, education, expertise, personal qualities and general and sector-specific knowledge;
- makes decisions on appointments and promotions on the basis of performance, skill and merit;
- periodically reviews recruitment and selection criteria to ensure that diversity remains a component of any executive officer search;
- reviews potential candidates from a variety of cultural and geographic backgrounds and perspectives, with our diversity objectives in mind including, without limiting the generality of the foregoing, the specific objective of increasing diversity; and
- considers the level of representation of women and members of other designated minority groups in senior management when making executive officer and management appointments.
DIVERSITY OBJECTIVES AND MEASURES
As of December 31, 2022, we have two women in executive positions. In 2021, the Corporation released its ESG plan which includes Diversity and Inclusion as one of its eleven pillars. The plan presents goals, strategies and measures related to the increase of historically underrepresented groups across the organization. This includes our target of having 30% of management positions held by women by the end of 2025. The strategies aim to ensure that underrepresented groups are not disadvantaged in the Corporation’s decisions, are well represented within the employee population and have the support to progress in their careers. In September 2020, the President and Chief Executive Officer of Bombardier signed the BlackNorth Initiative CEO Pledge as part of Bombardier’s commitment to fight anti-Black racism in Canada. See our latest ESG report, or our ESG plan for more information.
The table below shows the diversity measures of our Board of Directors and our executive team:
|Category||As of March 13, 2023|
|on the Board of Directors||30%||4||31%|
|in executive officer positions||2||17%|
|on the Board of Directors|
|in executive officer positions|
|on the Board of Directors||1||8%|
|in executive officer positions|
|Persons with disabilities|
|on the Board of Directors|
|in executive officer positions|
The CGNC and HRCC may revisit the suitability of adopting specific diversity targets beyond gender at the Board of Directors or executive officer levels to incorporate broader standards of diversity.
Finally, our commitment to diversity is further reflected in our Code of Ethics pursuant to which we shall offer equal employment opportunities without regard to any distinctions based on age, gender, sexual orientation, disability, race, religion, citizenship, marital status, family situation, country of origin or other factors, in accordance with the laws and regulations of each country where we do business.
- 1If all nominees are elected at the Meeting