CAE - Corporate

Governance
Ethics
Sustainable Corporate Development
Board of Directors

CAE's Board of Directors and management team take pride in knowing that CAE has maintained the highest standards in corporate governance throughout its more than 60-year history. CAE's corporate governance is rooted in the basic principle that proper and ethical practices lead to the creation and preservation of shareholder value. Shareholders are encouraged to view the downloadable documents below for a detailed view of CAE's corporate governance structure.

In January 2008, CAE was pleased to receive the Korn/Ferry Prize from Magazine Commerce for healthy governance practices.

Corporate Governance Guidelines (PDF - 22 KB)Proxy Information Circular (June, 2012) (PDF - 334 KB)Summary of significant ways that CAE practices differ from governance requirements of U.S. domestic companies under the NYSE listing standards (PDF - 80 KB)General By-laws (PDF - 234 KB)Certificate of Amalgamation (PDF - 183 KB)Shareholder Protection Rights Plan Agreement (PDF - 217 KB)

The purpose of our committees is to build long-term value for the Company’s shareholders and to ensure the continuity and vitality of the Company’s businesses by setting policy for the Company, monitor the Company’s performance and provide management with appropriate advice and feedback. Management is responsible for and the Board is committed to ensuring that CAE operates in a legal and ethically responsible manner.

Board Member Code of Conduct (PDF - 202 KB)

Board Committee Mandates

Audit Committee (PDF - 43 KB)Governance Committee (PDF - 91 KB)Human Resources Committee (PDF - 24 KB)Executive Committee (PDF - 66 KB)

Position descriptions

CEO(PDF - 62 KB)Chairman of the Board of Directors (PDF - 51 KB)Chairman of the Audit Committee (PDF - 26 KB)Chairman of the Governance Committee (PDF - 26 KB)Chairman of the HR Committee (PDF - 11 KB)

Code of Business Conduct
CAE's long standing reputation for conducting its local and international business with the highest ethical standards has earned it the trust of its customers, suppliers and investors as well as that of the general public.

CAE is committed to conducting its business in accordance with these standards and requires that all of its employees, as well as individuals and organizations working on its behalf, strictly adhere to these standards.

The CAE Code of Business Conduct outlines CAE's minimum position and expectations regarding appropriate corporate and individual conduct. The Code is intended to provide general guidance as to acceptable behaviour. It is intended to supplement and not to supersede existing corporate policies, company standard practices or additional legal requirements related to specific business activities. This Code outlines the standards that must be respected by CAE, its employees as well as those individuals or organizations working on CAE's behalf and sets the tone for appropriate conduct. It does not address every situation or potential issue and relies upon each individual to use his or her common sense in an honest and conscientious manner.

Integrity, trust and respect are foremost amongst CAE's corporate values.

CODE OF BUSINESS CONDUCT (PDF - 104 KB)

Code of Business Conduct in other languages

LEITFADEN FÜR DAS GESCHÄFTSGEBAREN (PDF - 203 KB)ÉTICA Y CÓDIGO DE CONDUCTA DEL NEGOCIO (PDF - 159 KB)CAE ZAKELIJKE GEDRAGSCODE (PDF - 161 KB)CÓDIGO DE CONDUTA EMPRESARIAL (PDF - 434Kb)

Policy against harassment
The purpose of this policy is to implement measures for preventing and countering harassment and violence. Its goal is also to maintain a healthy working environment and harmonious relations.

Policy against harassment

Diversity
CAE is an equal opportunity employer. At CAE, we want every employee to work in a welcoming and supportive environment where everyone has the opportunity to fully participate in achieving business success, and is valued for the distinctive skills, experiences and perspectives they bring to the table.

Having diverse employees and partners throughout our locations is vital to provide sustainable products and services to our clients originating from more than 150 countries.

Policies
To ensure that CAE’s operations run consistently, the company employs a number of additional corporate programs and policies. These are intended to provide appropriate levels of control as well as autonomy for key leaders across the worldwide business divisions and cover all issues including strict processes for disclosure of information.

Company Standard Practices
Corporate Policies and Procedures
Intellectual Property Policy
Export Compliance Policies
Environment, Health & Safety Policy
Francization Policy

Anti-Corruption Measures

CAE’s also addresses the issue of corruption in the following three section of the Corporate Policies and Procedures (CP&P)res (CP&P)

Gifts & Entertainment (PDF - 42Kb) Foreign Agents (PDF - 165Kb)Charitable and Political Contributions (PDF - 25Kb)

CAE is committed to maintaining the highest standards in corporate governance and corporate social responsibility.

Employee engagement
The management team meets regularly with employees to communicate the company’s strategies and progress. Global management meetings are held every quarter to review financial results and the strategy forward. Many Vice-Presidents and Directors do the same at a more focused level through employee meetings. CAE employees are encouraged at each one of these sessions to ask questions and provide comments.

Supplier engagement
CAE’s Supplier Quality Manual (SQM) is intended to facilitate supplier compliance with CAE requirements, assist in the processing of enquiries, and improve communication between CAE and its suppliers. It is part of CAE’s continuing effort to meet the objectives of the company’s quality policy through improvement of supplier quality processes. CAE’s quality policy is to align all elements of the organization on consistent delivery of world-class products and services that meet or exceed customer expectations and to promote a culture of continuous improvement built on effective processes.

The principal objective of the SQM’s Process Control is to ensure that changes to manufacturing or processing operations of parts will yield components equal to those which previously satisfied CAE’s requirements. CAE also evaluates its suppliers through its comprehensive Quality Assurance Facility Survey Report.

Monitoring tools

CAE’s anonymous and confidential reporting tool, EthicsPoint, communicates misconduct and promotes a positive work environment. Addressing misconduct and other concerns in the work place early on helps minimize negative morale issues and financial impact to our company, employees, vendors and clients. EthicsPoint makes reports available only to specific individuals within the company who are charged with evaluating the type of violation and location of the incident. Each of these report recipients has had training in keeping these reports in the utmost confidence. The EthicsPoint system and staff are committed to ensure that no report is ever shared with implicated parties, their peers, or subordinates. CAE will not tolerate any punitive action being taken against an employee for making a good faith report of a violation of this Code.
CAE’s Health and Safety management system and resources are in place to prevent and minimize work-related accidents, and to ensure compliance with health and safety regulations and current legislation. This system allows for the continuous improvement of its health and safety practices.

CAE inc.
Lynton R. Wilson, O.C.^1,2,4 Chairman of the Board CAE Inc. Oakville, Ontario	Marc Parent¹ President and Chief Executive Officer CAE Inc. Montreal, Québec
Brian E. Barents² Corporate Director Andover, Kansas	John A. (Ian) Craig³ Business Consultant and Corporate Director Ottawa, Ontario
H. Garfield Emerson, Q.C., ICD.D^{3, 4} Principal, Emerson Advisory and Corporate Director Toronto, Ontario	The Honourable Michael M. Fortier, P.C.⁴ Vice Chairman RBC Capital Markets Montreal, Québec
Paul Gagné^2,3 Chairman Wajax Corporation Montreal, Québec	James F. Hankinson^{1, 2, 4} Corporate Director Toronto, Ontario
E. Randolph (Randy) Jayne II⁴ Managing Partner Heidrick & Struggles International Inc. Webster Groves, Missouri	Robert Lacroix, O.C., Ph.D.⁴ Corporate Director Montreal, Québec
The Honourable John Manley, P.C., O.C.^1,4 President and Chief Executive Officer Canadian Council of Chief Executives Ottawa, Ontario	Gen. Peter J. Schoomaker U.S.A. (Ret.)² Corporate Director Tampa, Florida
Andrew Stevens Corporate Director Gloucestershire, UK	Katharine B. Stevenson³ Corporate Director Toronto, Ontario
Lawrence N. Stevenson² Managing Director Callisto Capital Toronto, Ontario
1 Member of the Executive Committee 2 Member of the Human Resources Committee 3 Member of the Audit Committee 4 Member of the Governance Committee
Officers
Lynton R. Wilson Chairman of the Board	Marc Parent President and Chief Executive Officer
Jeff Roberts Group President Civil Simulation Products and Training & Services	Gene Colabatistto Group President Military Simulation Products and Training & Services
Nick Leontidis Executive Vice President Strategy and Business Development	Stéphane Lefebvre Vice President, Finance and Chief Financial Officer
Hartland J. A. Paterson Vice President, Legal, General Counsel & Corporate Secretary	Bernard Cormier Vice President Human Resources
Éric Bussières Vice President Finance - Civil and Treasurer	Sonya Branco Vice President and Controller
CAE USA
GEN Michael E. Ryan USAF (Ret.) Chairman of the Board	GEN Bryan Douglas Brown USA (Ret.) Chairman, Government Security Committee
ADM Timothy J. Keating USN (Ret.) Director	VADM Douglas J. Katz USN (Ret.) Director
Craig G. Langhauser Director, Operations Integrated Enterprise Solutions CAE USA Inc.	John Lenyo Director President and General Manager CAE USA Inc.
GEN Michael J. Williams USMC (Ret.) Director
Marc Parent Director President and Chief Executive Officer Montreal, Québec CAE Inc.	Gene Colabatistto Director Group President, Military Products and Training & Services Montreal, Québec CAE Inc.

Governance

CONTACT

WORLDWIDE PRESENCE