Appointment of External Auditors

Bombardier proposes that Ernst & Young be appointed as its external auditors and that the directors of Bombardier be authorized to fix the remuneration of the external auditors.

For each of the financial years ended December 31, 2012 and December 31, 2011, Ernst & Young billed Bombardier the following fees for their services:

Fees Financial Year Ended
December 31, 2012 ($)
Financial Year Ended
December 31, 2011 ($)
Audit fees 11,740,000 13,919,000
Audit-related fees 1,025,000   976,000   
Tax fees 4,416,000 2,574,000
All other fees 859,000 231,000
Total Fees: 18,040,000 17,700,000

In the table above, the terms in the column “Fees” have the following meanings:

  • “Audit fees” refers to all fees incurred in respect of audit services, being the professional services rendered by Ernst & Young for the audit of the annual financial statements of Bombardier and those of its subsidiaries and the review of its quarterly financial statements as well as services normally provided by Ernst & Young in connection with statutory and regulatory filings and engagements;
  • “Audit-related fees” refers to the aggregate fees billed for assurance and related services and also includes mergers and acquisitions due diligence services by Ernst & Young that are reasonably related to the performance of the audit or review of the financial statements of Bombardier and are not reported under “Audit fees”, including audits of the Corporation’s employee benefit plans and other attest services;
  • “Tax fees” refers to the aggregate fees billed for professional services rendered by Ernst & Young for tax compliance, tax advice, and tax planning, including the preparation or review of tax returns, transfer pricing documentation and assistance with tax audits rendered to the Corporation and its many subsidiaries around the world; and
  • “All other fees” refers to the aggregate fees billed for products and services provided by Ernst & Young other than “Audit fees”, “Audit-related fees” and “Tax fees”, consisting primarily of translation of financial information and assistance with respect to a claim.

The Audit Committee of Bombardier has considered whether the provision of services other than audit services is compatible with maintaining the independence of Ernst & Young as the external auditors of the Corporation.

The Audit Committee has adopted a policy that prohibits Bombardier from engaging Ernst & Young for “prohibited” categories of non-audit services and requires pre-approval by the Committee of audit services and other services within certain permissible categories of non-audit services.