Bombardier Inc. is facing what appears to be a growing number of institutional shareholders seeking changes to its board of directors, forcing its founding family into a difficult position as it weighs whether to cede the chairmanship or ignore the dissent.
Ontario Teachers Pension Plan became the latest Bombardier shareholder to call for governance changes at the Canadian aerospace manufacturer, confirming Tuesday it has cast votes opposing Bombardier's executive compensation plan and withholding support for executive chairman Pierre Beaudoin. That follows similar stances by the Caisse de dépôt et placement du Québec, Quebec's Solidarity Fund FTQ and British Columbia Investment Management Corp.
"Our assessment of recent events confirms the need for independent board leadership," Teachers said in an explanation of its voting intentions. The fund said Bombardier's board also failed to communicate a compelling rationale to support pay increases for senior management.
Like the other investors who have spoken out so far, the fund backs Alain Bellemare as Bombardier's chief executive. Its issues with the company lie at the director level.
On the face of it, the objections being raised by Bombardier's shareholders are merely symbolic. Mr. Beaudoin's family controls the company through a multivoting share structure, wielding power over 53 per cent of the voting shares despite owning just 13 per cent of the equity. If the family wants him to remain executive chairman, he will. Mr. Beaudoin will stand for re-election at Bombardier's annual meeting Thursday, company spokesman Simon Letendre said.
But observers said it will be difficult for the family to ignore the pressure to loosen their stranglehold on the plane maker, at least as it relates to board representation. They say the executive compensation controversy has shaken the faith of the public and investors in the company. And they say it might take a gesture by its controlling family, starting with allowing an independent chair, to correct course.
"The family needs to wake up," said Isabelle Dostaler, professor in the department of management at Concordia University. "If the family wants to protect what was invented by Joseph Armand Bombardier and what was so greatly developed by Laurent Beaudoin, if they want that to survive and if they want to continue to have the support of the population, they need to change that."
"I think this [investor pressure] will most certainly have an effect," said Louis Hébert, a strategic management specialist at Montreal's HEC business school. "There is a looming realignment of the interests in this company. We can presume that with time, there will be changes at the board level, not only concerning the chair but also within the ranks as outside investors will want to be better represented."
The genesis of the recent displeasure was the company's plan, first outlined in its March 29 management information circular to shareholders, to increase the 2016 remuneration for its top executives by nearly 50 per cent. A public uproar ensued as people expressed disbelief that directors were approving pay hikes to executives while the company benefited from more than $1-billion (U.S.) in taxpayer aid and cut thousands of jobs. Mr. Beaudoin gave up his proposed pay increase in response and the company decided to defer more than half the planned compensation for its top-paid executives by one year to 2020, saying it will only be payable if management achieves specific performance objectives.
Following public investments in the company, Bombardier's board "must better appreciate and better balance the breadth of the interests of its various stakeholders," the Caisse said in a letter to the company Monday. "The composition, operation and leadership of the board of directors of Bombardier must improve if the company is to deliver its plan and realize its potential."
To some extent, shareholders are now pushing for something the Quebec government itself should have pushed for when it invested $1-billion in the company's C Series program in late 2015, Ms. Dostaler said. But it's difficult to determine just how much influence it wielded in those negotiations given thousands of jobs were potentially at stake. Quebec's decision is widely seen as a move that helped Bombardier avoid bankruptcy at a critical time, propping up the most important player in a key industry for the province's economy.
"After all that happened with regards to the compensation of Bombardier executives, we understand why concerns have been raised about the governance of Bombardier," Dominique Anglade, Quebec's Economy Minister, said in an e-mailed statement. "We hope that the board will pay attention to the concerns being raised."