Board Committees and Charters

Audit Committee

Corporate Governance
and Nomination
Committee

Human Resources
and Compensation
Committee

Pierre Beaudoin
Éric Martel
Joanne Bissonnette
Charles Bombardier
Martha Finn Brooks Member
Diane Fontaine
Diane Giard Chair Member
Anthony R. Graham Member Member
August W. Henningsen Member
Douglas R. Oberhelman Chair Member
Vikram Pandit 1 Member Chair
Antony N. Tyler Member Member
  • 1. Mr. Pandit is also the Lead Director of the Board of Directors.

Audit Committee

Chair:

  • Diane Giard

Members:

  • Martha Finn Brooks
  • Anthony R. Graham

The Audit Committee consists of three directors, all of whom are independent. They are also all financially literate as required by NI 52-110.

The objectives of the Audit Committee are

  • to help the directors meet their responsibilities with respect to accountability;
  • to assist in maintaining good communication between the directors and the independent auditors of Bombardier, Ernst & Young;
  • to assist in maintaining the independence of Ernst & Young;
  • to maintain the credibility and objectivity of the financial reports of Bombardier; and
  • to investigate and assess any issue that raises significant concerns with the Audit Committee.

The Audit Committee periodically monitors the adequacy and effectiveness of the disclosure controls and systems of internal control of Bombardier through the reports provided by the Senior Vice President and Chief Financial Officer, the Senior Director, Corporate Audit Services and Risk Assessment and Ernst & Young, as the case may be.

As a general rule, all meetings of the Audit Committee are attended by the Chairman of the Board of Directors, the President and Chief Executive Officer, the Senior Vice President and Chief Financial Officer, the Vice President Controller and Chief Accounting Officer and the Senior Director, Corporate Audit Services and Risk Assessment, as well as by the representatives of Ernst & Young, the independent auditors of Bombardier. During such meetings, the Audit Committee also holds private sessions with each of the President and Chief Executive Officer, the Senior Vice President and Chief Financial Officer, the Senior Director, Corporate Audit Services and Risk Assessment and the independent auditors to discuss various topics of interest.

View the Audit Committee charter 

Corporate Governance and Nomination Committee

Chair:

  • Douglas R. Oberhelman

Members:

  • Diane Giard
  • Anthony R. Graham
  • Vikram Pandit
  • Antony N. Tyler

All Corporate Governance and Nominating Committee (CGNC) members are independent.

The charter of the CGNC provides that it has the responsibility to monitor the selection criteria for candidates as directors and the credentials of nominees for election or re-election as directors, the composition of the Board of Directors and its committees as well as their performance and the remuneration of the non-executive directors.

The CGNC also oversees the evolution of Bombardier’s corporate governance practices and policies, including the Code of Ethics, to ensure that Bombardier continues to comply with high standards of corporate governance and conducts every year an evaluation of the performance and effectiveness of the Board of Directors and its Committees.

The Chairman of the Board of Directors and the President and Chief Executive Officer attend the meetings of the CGNC. They do not have the right to vote on any matter before the CGNC.

View the Corporate Governance and Nominating Committee charter

Human Resources and Compensation Committee

Chair:

  • Vikram Pandit

Members:

  • August W. Henningsen
  • Douglas R. Oberhelman
  • Antony N. Tyler

All Human Resources and Compensation Committee (HRCC) members are independent.

None of the HRCC members during the financial year ended December 31, 2018 was an active chief executive officer with a publicly-traded entity. The current members each have experience in executive compensation as either

  • a former chief executive officer of a publicly-traded corporation;
  • a senior executive officer who had executive responsibility for very sizeable businesses; or
  • a member of a compensation committee of a publicly-traded corporation.

Furthermore, all members of the HRCC have experience in human resources having actively supervised human resources departments and assessed performance with respect to human resources and executive compensation policies and practices. The Board of Directors believes that the members of the HRCC collectively have the knowledge, experience and background required to fulfill their mandate.

Pursuant to its charter, the objectives of the HRCC are to review, report and, where appropriate, submit recommendations to the Board of Directors regarding the succession planning for the position of President and Chief Executive Officer of Bombardier and executives reporting to him. In addition, it is responsible for ensuring that the President and Chief Executive Officer has put in place and is monitoring succession planning systems and policies for senior executive positions. The internal process with respect to leadership development and management succession planning is described hereinabove in this Section.

The HRCC also reviews and recommends to the Board of Directors the appointment of the President and Chief Executive Officer and those executive officers reporting to him.

The HRCC reviews

  • occupational health and safety matters on a quarterly basis; and
  • a 12-month consolidated Ethics and Compliance activity report on human resources issues and ensures that monitoring is in place regarding social issues such as employment equity, harassment and discrimination.

The HRCC reviews, assesses and approves a total executive compensation policy that takes into account, among other things,

  • base salary;
  • short-term incentives;
  • long-term incentives; and
  • pension, benefits and perquisites, as well as the risks associated therewith.

It reviews the design of equity-based compensation incentive plans and makes appropriate recommendations to the Board of Directors for its approval.

The HRCC also assesses the performance of the President and Chief Executive Officer against his objectives set at the beginning of each financial year and in light of such factors deemed appropriate and in the best interests of Bombardier, and submits its recommendations to the Board of Directors.

The HRCC is also responsible for compensation governance and in that respect, it

  • ensures, via the human resources key performance indicators, that appropriate human resource policies, procedures, practices and systems are in place to attract, motivate and retain the qualified personnel required to meet Bombardier’s business objective;
  • reviews all aspects of the executive stock ownership guidelines, including compliance therewith;
  • reviews the compensation disclosure analysis in Bombardier’s management information circulars;
  • monitors compensation trends and emerging issues; and
  • selects and manages the HRCC’s independent compensation consultants, qualifications and fees.

The Chairman of the Board of Directors, the President and Chief Executive Officer and the Senior Vice President, Human Resources attend the meetings of the HRCC. They do not have the right to vote on any matter before the HRCC. They do not participate in discussions concerning their own compensation and are required to leave the meetings when appropriate.

View the Human Resources and Compensation Committee charter