The Ontario Teachers’ Pension Fund has voted against the re-election of Bombardier Inc. executive chairman Pierre Beaudoin, joining a growing list of institutional investors calling for the company to install fully independent board leadership.
“Our assessment of recent events confirms the need for independent board leadership,” OTPP said in its proxy voting decision posted online. It also said it does not typically support boards installing an individual in the role of executive chair.
The decision comes the day after Caisse de dépôt et placement du Québec said it would be voting against compensation for executives and withholding support for Beaudoin, citing “a lapse of governance.” The Quebec Federation of Labour’s Solidarity Fund and British Columbia Investment Management Corporation (BCIMC) also said they would be doing the same.
Beaudoin, who became executive chairman of the board in February 2015, and his family maintain control of the company through multiple-voting shares.
Bombardier was the target of public outrage after it was discovered that six executives – including Beaudoin – were in line for a roughly 50 per cent increase in compensation, a few months after the federal government announced it would provide the company with a $372.5 million loan.
Following a steady stream of criticism, including protests, Bombardier’s chief executive Alain Bellemare asked the board to delay payment of more than half of last year’s total planned compensation to 2020.
While more investors express desire for change, questions remain about whether the withdrawal of support for Beaudoin and votes against compensation will lead to substantial changes in the family-controlled company.
There will be a non-binding advisory vote on Bombardier’s approach to executive compensation at the annual shareholder meeting on Thursday, where the board is likely to face questions over concerns about pay and board independence.
Bombardier said the election of directors and compensation are on the agenda for Thursday’s meeting.
“We will have an opportunity to discuss these important questions at this time,” said spokesperson Simon Letendre.
Anita Anand, the chair of corporate governance at the University of Toronto, said the move by the Caisse to withdraw its support of Beaudoin, as well as vote against compensation, has opened the door for other shareholders to speak out against Bombardier’s governance.
“These large institutional investors in Canada have a leadership role to play in demanding and expecting good governance from Canadian corporations,” Anand said.
“It will open the door to other shareholders who also disagree with the governance practices at Bombardier to say that something has to change.”
But whether the mounting public pressure leads to any change remains to be seen.
Anand said she is not confident that there will be substantial changes by Thursday’s shareholder meeting, but that institutional investors including the Caisse and the Ontario Teachers’ Pension Plan have sent Bombardier a “strong message.”
“There are issues that need to be addressed,” she said.
The BCIMC has said it is voting against all non-independent directors at Bombardier, with the exception of Bellemare, “as the board’s overall independence is low.”
The BCIMC also voted against the executive compensation and withholding votes for returning members of the compensation committee “for ratifying what we believe to be problematic compensation issues.”