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Directors Remuneration

The Governance Committee reviews Directors’ compensation every two years with the assistance of an independent compensation consultant. The consultant provides market compensation data and advice on industry best practices. The Board approved the 2016 Board retainer and meeting fee structure in late 2015, effective for both 2016 and 2017. The President & CEO receives no additional compensation for services as a Director.

In making its recommendation to the Board, our Governance Committee is guided by the compensation principles set out below.

  1. Compensation paid to Directors will neither unduly reward, nor unduly penalize, an individual for choosing to serve on the Airport Authority Board rather than on any other Board of Directors.
  2. Every two years, the Board will review market data and set compensation at a level generally consistent with the mid-range of that being paid to Directors of B.C. corporations of similar size and responsibility and Canadian Airport Authorities (the Comparable Corporations—defined below).
  3. To reflect both the inherent responsibilities and the variable time commitments, each Director will be paid through a combination of an annual retainer and fees for each meeting attended.
  4. To reflect the additional time and responsibility of serving as Chair of a Committee or Task Force, these Directors will receive additional compensation in the form of an additional annual retainer.
  5. To reflect the extra legal responsibilities and time commitments entailed in the role, the Chair of the Audit Committee’s additional annual retainer will be 125 per cent of the additional annual retainer.
  6. The Board Chair will be paid an annual retainer, calculated as 275 per cent of the average total annual compensation of the other Directors.
  7. The Comparable Corporations that formed the basis for the 2013 and 2015 reviews are:
    1. Airport Authorities of Toronto, Montreal and Calgary;
    2. British Columbia’s major government transportation companies and;
    3. Twenty corporations in British Columbia with assets greater than $1 billion, whose shares are publicly traded.
  8. The Board will be guided by, but not bound by, the following calculation:
    • (a + b + c) ÷ 3 = mid-range of Comparable Corporations, where:
      • a = average of the average annual total compensation paid to Boards in group A;
      • b = average of the average annual total compensation paid to Boards in group B;
      • c = average of the average annual total cash compensation (stock options and other compensation are excluded) paid to Boards at the 50th percentile in group C.

The remuneration for non-management Directors in 2016 was as follows:

Remuneration Category Role Amount
Annual Retainer Chair $175,000
Directors $30,000
Additional Retainer for Committee Chairs Chair, Finance and Audit Committee $8,000
Chair, Other Board Committees $6,500
Board and Committee meeting attendance fee $1,400
Other meetings fee $700

Directors are also reimbursed for reasonable out-of-pocket expenses, which are reviewed by the Chair and the Corporate Secretary. The Chair’s expenses are reviewed by the Governance Committee Chair. We do not reimburse Directors for travel expenses to attend Board and Committee meetings unless the Director resides outside the Metro Vancouver Regional District.

The total remuneration paid during 2016 to each Director was as follows:

Director Remuneration
M. Jordan1 $175,000
G. Cadman $76,400
J. Caron $58,700
J. Currie $74,400
A. Fung $60,100
K. Goosen $67,300
H. Jampolsky $60,800
A. King $58,700
K. Martin $58,700
K. Panatch $57,300
G. Sinclair $62,650
T. Vrooman $71,050
W. Wright $59,400
Total $765,500
Average2 $63,792

1. Our Chair receives an annual retainer only for her work on the Airport Authority Board and does not receive any additional meeting fees.
2. Excludes the salary for the Chair of the Board of Directors.

In addition to the above remuneration, Directors were reimbursed for expenses totalling $3,080 in 2016.

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