Human Resources, Compensation and Pension Committee

The purpose of the Human Resources, Compensation and Pension Committee (the Committee) of the Board of Directors (the Board) of Air Canada (the Corporation) is to assist the Board in its oversight responsibilities relating to:

(a) human resources, compensation and pension matters including: (i) the Corporation’s compensation philosophy and policies, including as they relate to environment, social and governance (ESG) and other non-financial matters; (ii) the compensation for the Chief Executive Officer (the CEO) and members of executive management; (iii) succession plans for executive officers and key senior leadership roles; (iv) key talent management strategies and practices; and (v) workplace practices and labour relations;

(b) the Corporation’s retirement plans including that pension liabilities are appropriately funded as required, pension assets are prudently invested, the risk is managed at an acceptable level for the stakeholders of the Corporation, including financial risks defined by the Statement of Investment Principles and Beliefs, and retirement benefits are administered in a proper and effective manner; and

(c) priorities and risks related to human resources including the recruitment, management and retention of talent, diversity, equity and inclusion, employee conduct, succession planning, compensation, and pension matters.