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, including NEOs. 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,
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.