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. The Corporation is committed to a merit based system for Board of Directors and management composition within a diverse and inclusive culture which solicits multiple perspectives and views and is free of conscious or unconscious bias and discrimination.
Accordingly, Bombardier has adopted a diversity policy which outlines its approach to achieving and maintaining diversity on its Board of Directors and in executive officer and management positions, and in addition to gender and other designated minority groups (being Aboriginal peoples, members of visible minorities and persons with disabilities), the Corporation will continue to strive for the appropriate balance of skills, experience, independence and knowledge of Bombardier and the industry as a whole as well as alignment with the Corporation's strategy in the context of its current turnaround journey. This includes requirements for the Board of Directors to establish measurable objectives for achieving diversity on the Board of Directors and in executive officer and 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 executive officer and management positions at achieving the objectives of the policy and to measure the Corporation’s annual and cumulative progress made in achieving the diversity goals and gender diversity targets.
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 executive officer and 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.
Bombardier is a global company operating in 51 countries, representing 140 nationalities and 70 languages and conducting largely diversified activities, both in the aviation and transportation industries, which face different market realities. Wherever it operates, and across every part of its business, it strives to create a diverse and inclusive culture, reflecting a diversity of competencies, genders, ages, personal qualities, geographical representation, business and cultural background, experience and overall expertise. Pursuant to its diversity policy, as originally implemented in 2015 (and amended in 2020), Bombardier aspires to
- maintain a Board of Directors composition in which women comprise at least 30% of all directors, and?
- attain, and thereafter maintain, at least 25% of management positions held by women, as relevant positions become vacant and appropriately-skilled candidates are available in the context of the Corporation's continued transformation efforts.
As at December 31, 2019, the target set for women directors has been achieved as women comprised 35.7% of all directors of the Corporation. The percentage representing the number of women on the Board of Directors is expected to increase to 38.5% at the close of the Meeting (assuming the election of the 13 proposed nominees at the Meeting), thus maintaining the achievement of the diversity policy’s target for women directors, the whole as set out in the following table:
|Financial Year Ended
December 31, 2019
|Financial Year Ended
December 31, 2018
|Number of women in management positions||25%||579/3,075||18.8%||772/3,908||19.75%|
|Number of women on the Board of Directors||30%||4/14||28.6%(1)||4/14||28.6%|
- Assuming the election of the 13 proposed nominees at the Meeting, women will comprise 38.5% of all directors at the close of the Meeting.
As at December 31, 2019, none of the executive officers of the Corporation self-identified as a woman or member of another designated minority group, while five members of the Board of Directors self-identified as women and one member of the Board of Directors self-identified as a visible minority.
The achievement of the specific targets is influenced by a number of factors, such as the frequency at which relevant positions become vacant and the availability of appropriately-skilled candidates, in light of Bombardier’s changing circumstances and strategic needs in the context of its current turnaround journey.
The Corporation believes promotion of diversity is best served through careful consideration of all of the knowledge, experience, skills and backgrounds of each individual candidate for Board of Directors or the executive officers and other management positions in light of the changing needs of the Board of Directors and the Corporation as well as alignment with the Corporation's strategy in the context of its current turnaround journey, without focusing on specific diversity characteristics and, accordingly, has not adopted specific diversity targets beyond gender in Board of Directors and management positions.
The HRCC believes, for the time being, that specific targets beyond gender are not suitable in the current operational and structural transformation phase of the Corporation, where Bombardier's first priority and core focus is to drive the solid execution of its turnaround plan. In particular, in light of the current context and recent restructuring initiatives, including those announced in November 2018 that would result in a reduction of approximately 5,000 positions across the organization over a period of 12 to 18 months, the Corporation looks first to individuals within the Corporation and its subsidiaries in making decisions on appointments and promotions.
The CGNC and HRCC will continue to monitor the application of the policy, with a view to achieving, or to continue to satisfy, as applicable, the objectives of the policy, and may revisit the suitability of adopting specific diversity targets beyond gender in Board of Directors or executive officer positions to incorporate broader standards of diversity once its turnaround journey will be complete.
When assessing the composition of the Board of Directors or identifying suitable candidates for appointment or re-election to the Board of Directors, the CGNC, composed entirely of independent directors, considers candidates on merit against objective criteria having due regard to the benefit of diversity and the needs of the Board of Directors. In consultation with the Chairman of the Board of Directors, the CGNC 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, age, overall expertise and financial competency, taking into account Bombardier’s changing circumstances and strategic needs in its current transformation journey.
In the process of searching for qualified Board of Directors candidates, the CGNC strives for the inclusion of diverse groups, knowledge, and viewpoints. To accomplish this, the CGNC seeks qualified Board of Directors candidates from beyond the networks of existing Board members and may retain an executive search firm to help meet the Board of Directors' diversity objectives. In particular, the CGNC:
- will seek to include diverse candidates in any director search by taking 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 diversity criteria and potential candidates from a variety of cultural and geographic backgrounds, among other relevant criteria, when determining the optimum composition and balance for the Board of Directors;
- periodically reviews Board of Directors recruitment and selection criteria to ensure that diversity remains a component of any search; and
- in order to support the specific objective of diversity, considers the level of representation of women and members of other minority groups for Board of Directors positions when nominating candidates for election or re-election to the Board of Directors.
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 changing circumstances and strategic needs in the context of its current transformation journey and allow for its efficient functioning as a decision-making body and promote sound governance in a manner that serves its changing business and strategic needs in support of continued transformation efforts.
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 such 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;
- periodically reviews recruitment and selection criteria to ensure that diversity remains a component of any executive officer search;
- 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 increasing diversity; and
- considers the level of representation of women and members of other designated minority groups in senior management when making executive officer and management appointments.
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.
Moreover, the Corporation embraces the role of women in society, and promotes gender diversity in the transportation sector. Within the aviation sector, Bombardier is a member of diversity associations, including Women in Aviation International, International Aviation Womens Association, and offers different scholarships to support the development of women in aviation and rail. It also participates in conferences and work sessions to lead the conversation on practical ways for women to drive their careers forward.