Board and Senior Management Diversity

Last revision on March 7th, 2025

Diversity

The Board of Directors adopted a policy in 2015, and amended it in 2024, (the “Policy”) which sets out the Corporation’s objective to promote different perspectives and ideas within its Board and management positions. We believe the Policy’s objective mitigates groupthink and improves oversight, decision-making, governance and performance. Having diverse perspectives on the Board and in management positions underscores the Corporation’s commitment to fostering an environment of equal opportunity and inclusion for all individuals, regardless of background, at all levels of the Corporation.

Board of Directors appointments

The Policy provides the composition of the Board of Directors should seek to attain a diversity of skills, personal qualities, geographical representation, business background, cultural background, experience and global expertise, as well as financial literacy and independence, all while considering the Corporation’s changing circumstances and strategic needs. The Corporate Governance and Nominating Committee of the Board (CGNC) is responsible for identifying and recommending, in consultation with the Chair of the Board and President and Chief Executive Officer, candidates qualified to become Board members. In the process of searching for qualified persons to serve on the Board, the CGNC seeks qualified candidates beyond the networks of existing Board members and may retain an executive search firm to help meet the objectives under the Policy. 

The main search criterion for Board candidates that are proposed to shareholders as candidates is to fulfil the Board’s primary role of supervising the management of Bombardier’s business and affairs with the objective of increasing profitability and enhancing shareholder value. As part of such selection process, the CGNC: 

• takes into account that qualified candidates may be found in a broad array of organizations, including government, academic institutions, privately held businesses, non-profit organizations, trade associations and professions such as accounting and law, in addition to the traditional corporate environment;
• considers potential candidates from a variety of business, cultural and geographic backgrounds, among other relevant criteria, when determining the optimum composition and balance for the Board; and
• periodically reviews Board recruitment and selection criteria to ensure excellence through inclusion of diverse perspectives, which remains a component of any director search.

The Corporation has aspired to maintain a Board composition in which women represent at least 30% of all directors. As of December 31, 2023 and 2024, five of the thirteen (38%) and five of the eleven (45%), respectively, members of the Board were women, exceeding the target representation. The Corporation is currently in the process of evaluating and taking steps to ensure compliance in the future with any applicable recently enacted Executive Orders and recently issued guidance by the U.S. Department of Justice regarding equal employment opportunity and U.S. antidiscrimination laws. 

The Corporation has not adopted specific targets for representation on its Board of Indigenous Peoples, persons with disabilities or members of a visible minority, as defined in the Employment Equity Act (Canada). The CGNC believes that it currently has a high-performing and effective Board with the right mix of skills, competencies, experience and representation, which has been achieved through its established director recruitment process and selection criteria, and does not believe adopting such specific targets is warranted. As discussed hereinabove, the CGNC measures and considers a broad range of criteria in determining the ideal Board composition, which may include consideration of representation of designated groups among other criteria. 

To ensure the objectives of the Policy regarding the quality of candidates and diversity of perspectives with respect to Board appointments are being effectively implemented, on a periodic basis, the CGNC assesses the effectiveness of the Board nomination process at achieving desired objectives and monitors the application of the Policy.

Senior management appointments

The Human Resources and Compensation Committee of the Board (HRCC) has the mandate to oversee the succession planning (including appointments and promotions) for the President and Chief Executive Officer and senior executive officer positions. In fulfilling such role, the HRCC: 

• 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, skills and merit; and
• periodically reviews the recruitment and selection criteria to ensure that a diversity of perspectives remains a component of any executive officer search 

The Corporation has not adopted specific targets for representation on its executive officer team of women, Indigenous Peoples, persons with disabilities or members of a visible minority, as defined in the Employment Equity Act (Canada). As discussed hereinabove, the HRCC considers a variety of criteria as part of succession planning for executive officers in order to find the best persons to meet the Corporation’s strategic needs that are critical to its success, which may include consideration of representation of designated groups among other criteria, but does not believe adopting specific targets is warranted. The Corporation believes that a holistic approach that supports equal opportunity and a respectful workplace fosters a merit-based system and inclusive environment for all employees and is preferable to adopting specific diversity targets.

For purposes of Canadian reporting obligations, the table below shows representation of the four designated groups under the Employment Equity Act (Canada) on our Board of Directors and our executive officer team:

As previously noted, the Corporation is currently in the process of evaluating and taking steps to ensure compliance with any applicable recently enacted Executive Orders and issued guidance by the U.S. Department of Justice regarding equal employment opportunity and U.S. anti-discrimination laws in 2025 and beyond. 

Finally, our commitment to honesty and integrity is further reflected in our Code of Ethics pursuant to which we 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 protected characteristics, in accordance with the laws and regulations of each country where we do business.