## Audit Committee 

The Audit Committee has the mandate of assisting the Board of Directors in monitoring the financial reporting and disclosure process. All members of the committee are financially literate and at least one member, L. Denis Desautels, has accounting or related financial expertise. 

Chair: L. Denis Desautels 

Members: Daniel Johnson, Michael H. McCain, Jalynn H. Bennett, James E. Perrella 

## Human Resources and Compensation Committee 

The Human Resources and Compensation Committee monitors the com- pensation policy of the Corporation and assesses the performance of the Corporation’s senior officers and determines their compensation. The committee also reviews, reports and, where appropriate, provides recom- mendations to the Board of Directors on succession planning matters. 

Chair: Jean C. Monty 

Members: André Desmarais, James E. Perrella 

## Corporate Governance and Nominating Committee 

The Corporate Governance and Nominating Committee monitors the evo- lution of corporate governance principles, including the Code of Ethics and Business Conduct. The Executive Chairman of the Board, in consultation with the committee, identifies potential candidates as directors, examines such candidacies and makes recommendations to the Board accordingly. The committee also reviews the performance of the Board, of its commit- tees and their respective members, and periodically reviews the size and composition of the Board, the compensation of directors in light of market conditions and practices, as well as risks and responsibilities. The com- mittee’s mandate also includes making recommendations regarding share ownership guidelines for directors. 

Chair: James E. Perrella 

Members: Daniel Johnson, Jean C. Monty 

## Retirement Pension Oversight Committee 

The primary responsibility of the Retirement Pension Oversight Committee is to oversee, review and monitor the investment of the assets of Bombardier’s pension plans, as well as related matters, and report to the Board of Directors thereon. 

Chair: Jalynn H. Bennett 

Members: Daniel Johnson, L. Denis Desautels 

## Executive Chairman 

The role of the Executive Chairman is to ensure that the Board of Directors carries out its responsibilities effectively and clearly understands and respects the boundaries between the Board of Directors’ and manage- ment’s responsibilities. 

The Executive Chairman’s responsibilities include: 

• providing leadership to enhance the Board of Directors’ effectiveness; 

• managing the Board of Directors and setting the agenda in consultation with the President and CEO; 

• ensuring the quality and continuity of the Board of Directors; 

• acting as liaison between the Board of Directors and management and representing Bombardier to external groups; 

• ensuring the continuing development of good corporate governance practices; and 

• reviewing corporate transactions and overseeing the decision-making process in terms of acquisitions, divestitures and financings, in consultation with the President and CEO. 

## President and Chief Executive Officer 

The President and CEO is responsible for the management of Bombardier’s strategic and operational agenda and for the execution of the Board of Directors’ resolutions and policies. 

The CEO’s specific responsibilities include: 

• providing strategic orientation in the form of a strategic plan and a business plan; 

• managing both Bombardier’s commercial and internal affairs, including: 

• assuming responsibility for day-to-day operations, including capital management and financial management; 

• implementing decisions with respect to acquisitions, divestitures, financings and similar activities, subject to prior approval from the Board of Directors and in consultation with the Executive Chairman; 

• ensuring that Bombardier has effective disclosure controls and procedures and internal controls in place; and 

• identifying, assessing and managing the risks involved in the course of business; as well as 

• overseeing corporate governance matters in consultation with the Executive Chairman and the Corporate Governance and Nominating Committee of the Board of Directors. 

