Remuneration of Directors

The following table illustrates the elements of compensation to which the directors were entitled during the financial year ended December 31, 2015, with the exception of Messrs. Pierre Beaudoin and Alain Bellemare, who received no compensation for serving as a director of the Corporation.

Type of fees $
All inclusive Annual Retainer  
Executive Chairman of the Board of Directors (1)
Directors
(other than the Chairman of the Board of Directors)
150,000
Additional Retainers (2)  
Lead Director of the Board of Directors 15,000
Audit Committee Chairman 20,000
Other Committee Chairman 10,000
Committee Members
(other than the Chair)
5,000
Travel Fees  
Travel Fees (3) 2,500
  1. The complete details of the remuneration of the Executive Chairman of the Board of Directors are disclosed on the “Remuneration of Named Executive Officers” page of this website.
  2. The Executive Chairman of the Board of Directors does not receive any additional retainer.
  3. Every time a director has a travel time of three hours or more from his/her residence in order to attend a meeting of the Board and/or one of its committees, in person, he or she is entitled to receive travel fees.

The PDF link below shows the remuneration earned during the financial year ended December 31, 2015 by the directors of the Corporation who are entitled to receive them.

Read the Director’s Remuneration Table

Director Deferred Stock Unit Plan

TTo encourage the directors of Bombardier (other than directors who are also executive officers) to better align their interests with those of the shareholders by having an investment in the Corporation, the Director Deferred Stock Unit Plan (DDSU Plan) provides that eligible directors are required to receive the entirety of their annual Board retainer in the form of DDSUs, until the minimum shares and/or DDSUs holding requirement (as further explained in the following section) is met. Thereafter, directors must continue to receive at least 50% of their annual Board retainer in the form of DDSUs. In addition, each Canadian or United States resident director may elect to receive 50% or more of their other fees (i.e. additional annual retainers and/or travel fees, as applicable) in the form of DDSUs. Directors who are not residents of Canada or the United States must receive their additional annual retainers and travel fees and, once the holding requirement is met, 50% of their annual Board retainer, in cash.

DDSUs have a value equal to the weighted average trading prices of the Class B subordinate shares of the Corporation on the TSX for the five trading days immediately preceding the date of grant. DDSUs are vested on the date of the grant and take the form of a bookkeeping entry credited to the eligible director’s account for as long as he/she remains a director. DDSUs will be redeemed for cash upon request after the eligible director ceases to be a director, failing which the DDSUs will automatically be redeemed for cash upon the expiry of a pre-determined period. The value of a DDSU, when redeemed for cash, will be equivalent to the closing price of the Class B subordinate shares on the TSX on the last trading day preceding the day of the redemption. DDSUs earn dividend equivalents in the form of additional DDSUs at the same rate as the dividend paid on the Class B subordinate shares. The DDSU plan is not dilutive.

Minimum Shares and/or DDSUs Holding Requirement

The Board of Directors believes that it is important that directors demonstrate their commitment to Bombardier’s growth through their respective shares and/or DDSUs holding.

On February 1, 2008, the Board of Directors implemented a minimum shares and/or DDSUs holding requirement, as amended in 2011, pursuant to which each director has to hold shares and/or DDSUs having a minimum value of $400,000 CDN (equal to $315,500 based on an exchange rate of 0.7838 as of December 31, 2015 and to $345,300 based on an exchange rate of 0.8633 as of December 31, 2014) throughout his/her tenure as a director.

The DDSU Plan provides that until a director meets this minimum shares and/or DDSUs holding requirement (it being understood that future declines in the trading price of shares on the TSX will not impact directors’ prior compliance with the minimum shares and/or DDSUs holding requirement), his/her annual Board retainer will be entirely credited to him/her in the form of DDSUs. Once the required threshold is met, the director must continue to receive at least 50% of his/her annual Board retainer in in the form of DDSUs. Once the holding requirement is met, directors who are not residents of Canada or the United States must receive 50% of their annual Board retainer in cash. Please see “Director Deferred Stock Unit Plan”, the preceding section, for further details on DDSUs.

Pursuant to Bombardier’s Code of Ethics and Business Conduct, directors shall not engage in hedging activities or in any form of transactions of publicly-traded options in Bombardier securities, or any other form of derivatives relating to Bombardier securities, including “puts” and “calls”. In addition, directors shall not sell Bombardier securities that they do not own (a “short sale”).

The PDF link below provides information on the number and value of the Class A shares and/or Class B subordinate voting shares of Bombardier and/or DDSUs/DSUSOs (as hereinafter defined) beneficially owned, or controlled or directed, directly or indirectly, by the current directors of Bombardier, excluding Messrs. Pierre Beaudoin and Alain Bellemare who are Named Executive Officers

Read the Directors’ Shares and/or DDSUs/DSUs Holding Table