Board Committees and Charters

Audit Committee

Chair:

• Diane Giard

Members:

• Rose Damen
• Ji-Xun Foo
• Anthony R. Graham
• Eric Sprunk

All five members of the Audit Committee have experience reviewing financial statements and dealing with related accounting and auditing matters. Each member is financially literate within the meaning of NI 52-110. This means each member is able to read and understand a set of financial statements that are similar in the breadth and level of complexity of accounting issues that can reasonably be expected to be raised by the Corporation’s financial statements.

The Audit Committee assists the Board in fulfilling its obligations for overseeing financial reporting and audit matters, as well as monitoring risk management matters, of the Corporation.

Some of the key responsibilities of the Audit Committee are to (please see the Committee’s charter, available via the link below, for full details):

• oversee the integrity of our financial statements and financial reporting process, including the Corporate Audit Services and Risk Assessment, and financing activities of the Corporation;
• oversee the qualifications and independence of our external auditors, and the work of our financial management team and external auditors;
• provide an open avenue of communication between the external auditors and the Board of Directors;
• reviewing financial disclosures and monitoring policies regarding disclosures and communications with the public; 
• ensure that an appropriate system of internal accounting and financial controls, and appropriate risk management frameworks, are maintained in view the risks and exposures facing the Corporation;
• monitor risks related to financing activities of the Corporation and retirement plan fund management; and
• oversee risks related to environmental matters, and ensuring adequate procedures are in place for any ESG-related metrics that are disclosed in Bombardier’s ESG Report or otherwise.

The Audit Committee regularly monitors the adequacy and effectiveness of the disclosure controls and systems of internal control of the Corporation through the reports provided by management or Ernst & Young, as the case may be.

The Audit Committee performs an annual assessment process to assist in making its recommendation to the Board of Directors in relation to the appointment of the Corporation’s external auditors, Ernst & Young. The Board of Directors approved the recommendation of the Audit Committee to recommend to shareholders the re-appointment of Ernst & Young as Bombardier’s external auditors for the ensuing year.

As a general practice, all meetings of the Audit Committee are attended by the Chair of the Board of Directors and the President and Chief Executive Officer, as well as the Executive Vice President and Chief Financial Officer, the Vice President Controller and Chief Accounting Officer and the Director Internal Audit, and by representatives of Ernst & Young. They do not have the right to vote on any matter before the Audit Committee. During such meetings, the Audit Committee also holds private sessions with each of the President and Chief Executive Officer, the Executive Vice President and Chief Financial Officer, the Director Internal Audit, and the independent auditors to discuss various topics of interest.

You can find more information about the Audit Committee in our 2023 Annual Information Form under the section entitled “Audit Committee Disclosure”, which is available at bombardier.com/en/investors/financial-reports and on SEDAR+ (www.sedarplus.ca).
 

View the Audit Committee charter 

Corporate Governance and Nominating Committee

Chair:

• Douglas R. Oberhelman

Members:

• Diane Giard
• Melinda Rogers-Hixon
• Antony N. Tyler

All four members of the CGNC have experience in corporate governance matters gained through their current or previous roles as executive officers and through their participation on other boards.

The CGNC assists the Board of Directors in fulfilling its oversight responsibility by monitoring the composition of the Board of Directors and its Committees, and monitoring corporate governance.

Some of the key responsibilities of the CGNC are to (please see the Committee’s charter, available via the link below for full details):

• monitor the size, independence and composition of the Board of Directors and its Committees to ensure effective decision-making, including the competencies, skills, personal attributes and diversity (gender and other characteristics), and recommending director nominees for the annual meeting of shareholders;
• oversee the process for assessing the effectiveness of our Board of Directors as a whole, each Committee and the contribution of each director;
• recommend share (or similar equity) ownership guidelines, and remuneration of non-executive directors;
• oversee director development programs, including orientation and continuing education;
• oversee environment, social and governance (“ESG”) matters, including our annual ESG Report, in conjunction with the Audit Committee’s responsibilities regarding ESG-related metrics; and
• review our corporate governance policies and practices, including our Code of Ethics, and recommend any new principles or best practices to the Board of Directors.

As a general practice, the Chair 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:

• Anthony R. Graham

Members:

• Douglas R. Oberhelman
• Melinda Rogers-Hixon
• Antony N. Tyler

All four members of the HRCC have the skills and experience, based on past professional experience and directorships, to enable the HRCC to provide appropriate oversight of human resources functions and the Corporation’s compensation programs and practices, and to make decisions regarding executive compensation. None of the HRCC members during the financial year ended December 31, 2023 was an active chief executive officer with a publicly-traded entity. 

The HRCC supports the Board of Directors’ supervision of human resources and compensation matters and procedures.

Some of the key responsibilities of the HRCC are to oversee (please see the Committee’s charter, available via the link below, for full details):

• CEO and executive officer appointments, succession planning, and leadership development;
• senior executive total compensation policies, and executive share ownership guidelines;
• the CEO’s total compensation;
• the CEO’s objectives and performance assessment against those objectives;
• the CEO’s assessment of the performance of other senior executives and compensation recommendations;
• compensation governance to ensure the Corporation is able to attract, motivate and retained qualified personnel in order to meet Bombardier’s business objectives;
• incentive compensation and equity-based plans and bonus payouts;
• our executive compensation disclosure;
• modifications to the Corporations’ pension plans;
• occupational health and safety matters;
• adequacy of policies and procedures regarding social issues, including employment equity, harassment and discrimination, and compliance therewith; and
• workplace diversity, and monitoring progress towards diversity goals and targets.

As a general practice, the Chair of the Board of Directors, the President and Chief Executive Officer, and the Senior Vice President, People and Sustainability 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