Role of Management

It is the role of management to conduct the day-to-day operations of Bombardier in a way that is consistent with the strategic plans, business plans and budgets approved by the Board. In this context, the President and Chief Executive Officer of Bombardier, Mr. Alain Bellemare, makes recommendations to the Board with respect to matters of corporate strategy and policy. The Board then makes the decisions which it deems appropriate and supervises the execution of such decisions and reviews the results obtained.

The Board decides all matters coming under its jurisdiction pursuant to the Canada Business Corporations Act (CBCA), Bombardier’s articles of amalgamation and by-laws, any applicable legislation, the policies of Bombardier or the mandate of the Board and the charter of its four Committees. It also acts in accordance with the Code of Ethics and Business Conduct of Bombardier. The Board may assign to one of its four Committees the prior review of any issues for which the Board is responsible. The recommendations of a Committee remain, however, subject to the approval of the Board.

Any responsibility which is not delegated to either corporate management or a Committee of the Board remains with the Board. In general, all matters or policies and all actions proposed to be taken which are not in the ordinary course of business require the prior approval of the Board of Directors or of one of its four Committees to which approval authority is delegated.

Strategic planning

Every year, the President and Chief Executive Officer of Bombardier together with the President and Chief Operating Officer of Bombardier Aerospace, the President and Chief Operating Officer of Bombardier Transportation and executives from the Corporate Office present, during two separate special sessions, the strategic orientation, operating plans and budgets of Bombardier for the review and approval of its Board. As provided for under its mandate, the duties of the Board include adopting a strategic plan presented by corporate management and updating it, on at least an annual basis, by taking into account, among other things, the opportunities and risks of the business of Bombardier and the emerging trends. The Board’s duties also include monitoring the implementation of the strategic plan by corporate management.

The Board also adopts each year appropriate business plans and budgets and reviews them on a quarterly basis.

Risk Management

Pursuant to its charter, the Finance and Risk Management Committee (FRMC) assists the Board in fulfilling its oversight responsibilities with respect to:

  • risk management matters,
  • financing activities,
  • retirement plan fund management,
  • environmental matters, and
  • any other matters delegated to this Committee by the Board.

More information on this Committee is provided on our Board Committees page.

Human Resources

In accordance with its charter, the Human Resources and Compensation Committee (HRCC) reviews, reports and, where appropriate, submits recommendations to the Board regarding the succession planning for the position of President and Chief Executive Officer of Bombardier.

In addition, it ensures that the President and Chief Executive Officer, Mr. Alain Bellemare, has put in place and is monitoring succession planning systems and policies for senior executive positions.

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

The Committee 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 it then submits its recommendations to the Board.

Communications policy

The objective of the corporate disclosure policy is to ensure that communications to the investing public about Bombardier are:

  • timely, factual and accurate, and
  • disseminated in a fair and impartial manner in accordance with all applicable legal and regulatory requirements.

Among other matters, the policy outlines how Bombardier should interact with analysts, investors, the media and other people and contains measures intended to ensure compliance with its timely disclosure obligations and avoid making selective disclosure of information. The Audit Committee has the responsibility, under its charter, of monitoring this policy and updating it, when needed.

Each of the Board and the Audit Committee reviews and, where required, approves all major communications about Bombardier, including annual and quarterly financial statements and related management’s discussion and analysis, financing documents and press releases in relation thereto or significant matters or issues affecting the Corporation as a whole prior to their dissemination and/or filing.

In addition, there is also an internal process to respond to questions and concerns raised by shareholders and other stakeholders. All communications from shareholders and other stakeholders are referred to the appropriate executive for response, consideration or action. If and when significant issues are raised, corporate management will in a timely manner advise the Board of such matters.

Bombardier communicates with its shareholders and other stakeholders, securities analysts and the media regularly on developments in its businesses and results, through its annual report, financial statements, activity report and, when needed, reports to shareholders, press releases and material change reports.

Financial reporting

The Board has delegated to the Audit Committee the responsibility of monitoring and assessing the quality and integrity of Bombardier’s accounting and financial reporting systems, disclosure controls and procedures, internal controls and management information systems. For this purpose, the Audit Committee reviews various presentations made periodically by the Senior Vice President and Chief Financial Officer, the Senior Director, Corporate Audit Services and Risk Assessment or the independent auditors, Ernst & Young, LLP, as the case may be.