In satisfying the Corporation’s commitment to selecting the best persons to propose to shareholders as candidates for the Corporation’s Board of Directors and to designate as members of management of the Corporation, the Board of Directors believes that diversity is important to ensure that the profiles of directors and members of management provide the necessary range of perspectives, experience and expertise required to achieve effective stewardship and management.
Accordingly, Bombardier has adopted a diversity policy which outlines its approach to achieving and maintaining diversity on its Board of Directors and in management positions, and in addition to gender, the Corporation will continue to strive for the appropriate balance of skills, experience, independence and knowledge of Bombardier and the industry as a whole. This includes requirements for the Board of Directors to establish measurable objectives for achieving diversity on the Board of Directors and in management positions, and for the appropriate Board of Directors committees to monitor the implementation of the policy, assess the effectiveness of the Board of Directors nomination process and the appointment process for management positions at achieving the objectives of the policy and to measure the Corporation’s annual and cumulative progress made in achieving the objectives.
The CGNC and HRCC are responsible for monitoring the implementation and effectiveness of the diversity policy. As such, these committees assess on a periodic basis,
the mix of diversity, talents, quality and skills on the Board of Directors and in management positions; and
progress made on diversity, including with regard to the achievement of measurable objectives and targets set pursuant to the diversity policy.
The CGNC and HRCC then report their findings to the Board of Directors. For the financial year ended December 31, 2017, the situation improved slightly with regard to diversity in the percentage represented by women in management positions, increasing by 0.6%. Women currently comprise 26.7% of all directors and, assuming the election of the 14 proposed nominees at the Meeting, women will comprise 28.6% of all directors at the close of the Meeting.
Bombardier is a global company and wherever it operates, and across every part of its business, it strives to create a diverse and inclusive culture. Pursuant to its diversity policy, as originally implemented in 2015, Bombardier aspired towards
a Board of Directors composition in which women comprise at least 30% of all directors by January 1, 2018, and
having at least 25% of management positions held by women by January 1, 2018, as relevant positions become vacant and appropriately-skilled candidates are available, as set out in the following table:
Financial Year Ended
December 31, 2017
Financial Year Ended
December 31, 2016
Number of women in management positions
Number of women on the Board of Directors
Assuming the election of the 14 proposed nominees at the Meeting, women will comprise 28.6% of all directors at the close of the Meeting.
The achievement of the specific targets is influenced by a number of factors outside the Corporation’s control, such as the frequency at which relevant positions become vacant and the availability of appropriately-skilled candidates, in light of Bombardier’s current circumstances and needs. Although the targets set for January 1, 2018 were not achieved, progress has been made towards the achievement of these targets since the implementation of the policy, as the percentages representing the numbers of women in management positions and women on the Board of Directors have increased from 17.8% to 19.4%, and 20% to 28.6% (assuming the election of the 14 proposed nominees at the Meeting), respectively. The CGNC and HRCC will continue to monitor the implementation of the policy, with a view to achieving the objectives of the policy.
In consultation with the Chairman of the Board of Directors, the CGNC, composed entirely of independent directors, develops, reviews and monitors appropriate selection criteria for Board of Directors membership that strive to attain a diversity of competencies, gender, personal qualities, geographical representation, business background, cultural background, experience, overall expertise and financial competency, taking into account Bombardier’s circumstances and needs.
In the process of searching for qualified Board of Directors candidates, the CGNC strives for the inclusion of diverse groups, knowledge, and viewpoints. In connection with its efforts to create and maintain a diverse Board of Directors, in identifying and nominating candidates for election or re-election to the Board of Directors, the CGNC:
will seek to include diverse candidates in any director search. This process will take into account that qualified candidates may be found in a broad array of organizations, including privately held businesses, trade associations, in addition to the traditional candidate pool of corporate directors and officers, and from a variety of cultural and geographic backgrounds;
periodically reviews Board of Directors recruitment and selection protocols to ensure that diversity remains a component of any director search; and
in order to support the specific objective of gender diversity, considers the level of representation of women on the Board of Directors.
As a result of the most recent assessment of the performance of the Board of Directors by its members, the CGNC and the Board of Directors are of the view that its size and composition as well as the mix of talents, quality and skills, assuming the election of the proposed nominees at the Meeting, are well suited to Bombardier’s current circumstances and needs and allow for its efficient functioning as a decision-making body and promote sound governance.
The HRCC, composed entirely of independent directors, has the mandate to oversee the succession planning for the President and Chief Executive Officer and a number of selected senior executive positions, with the appointment and promotion of other members of management being delegated to management. In compliance with the Corporation’s diversity policy, in fulfilling its 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;
reviews potential candidates from a variety of cultural and geographic backgrounds and perspectives, with the Corporation’s diversity objectives in mind including, without limiting the generality of the foregoing, the specific objective of gender diversity; and
considers the level of representation of women in executive officer positions when making executive officer appointments.
Pursuant to its mandate, the HRCC also ensures that appropriate hiring policies, competency profiles, training policies and compensation structures, including retirement benefits, are in place so that Bombardier can attract, motivate and retain the qualified personnel required to meet its business objectives. All internal and external training opportunities are based on merit and in light of the Corporation’s and individual needs. In addition, pursuant to its mandate, the HRCC ensures that monitoring is in place regarding social issues such as employment equity, harassment and discrimination, and reviews a 12-month consolidated Ethics and Compliance activity report on human resources issues.
The Corporation’s commitment to diversity is further reflected in the Code of Ethics pursuant to which Bombardier 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 it does business.