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Corporate governance
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| Biographies of board members |
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| nb: equity ownership is given as of December 12, 2008 |
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CLAUDE BOIVIN
Independent director, complies with share ownership guidelines
Age 74
St-Lambert, Quebec, Canada
Director since 1993
Chair of the Corporate Governance Committee and member of the Human Resources Committee
Class A subordinate voting shares: 104,596 (*)
Deferred Stock Units: 6,169 (+)
Stock options: 44,022
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Mr. Boivin held a number of senior positions at Hydro-Québec and was President and Chief Operating Officer when he retired in 1992. Mr. Boivin is a director of Héroux Devtek Inc., GLV Inc. and Boralex Power Income Fund.
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BERNARD BOURIGEAUD
Independent director, complies with the share ownership guidelines
Age 64
Waterloo, Belgium
Director since 2008
Stock options: 8,000
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| Mr. Bourigeaud, a chartered accountant, is Chairman of BJB Consulting, a CEO to CEO
consultancy business. Until September 2007, Mr. Bourigeaud was Chairman and CEO of Atos
Origin S.A., a leading global IT services company that he founded in November 2000. Prior to
that, he spent eleven years at Deloitte Haskins and Sells where he headed the management
consulting group. Mr. Bourigeaud is a senior advisor to Apax Partners S.A. in France, a director
of Centre d’Etude et Prospective Stratégique, an independent and multidisciplinary think-tank
based in France, and he is advisor to the National Committee of French Foreign Trade also
based in France. In 2007, Mr. Bourigeaud was appointed Affiliate Professor at HEC Paris School
of Management and a member of its International Advisory Board. In 2004, he was appointed
Chevalier de la Légion d’Honneur. |
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JEAN BRASSARD
Independent director, complies with share ownership guidelines
Age 64
Brossard, Quebec, Canada
Director since 1978
Member of the Corporate Governance Committee
Class A subordinate voting shares: 238,475 (*)
Class B shares: 1,355,411 (*)
Stock options: 72,500
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| Mr. Brassard joined the Company in 1978 as a Vice-President. He was, until he retired in 2000, President and Chief Operating Officer of CGI. He contributed to CGI’s growth in Canada, the US and Europe. Mr. Brassard is also a director of a number of non profit organizations. The Board of Directors has determined that Mr. Brassard is an independent director and that he satisfies the independence rules applicable under the rules and regulations of Canadian securities regulatory authorities and under the independence rules applicable in the United States, including the independence rules of the New York Stock Exchange. |
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CLAUDE CHAMBERLAND
Independent director, complies with share ownership guidelines
Age 69
St-Lambert, Quebec, Canada
Director since 1998
Member of the Human Resources Committee
Class A subordinate voting shares: 11,396 (*)
Deferred Stock Units: 15,915 (+)
Stock options: 62,123
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Mr. Chamberland spent over 37 years with Alcan Inc. covering most management levels and finally retiring as Executive Vice-President. His national and international responsibilities were largely related to the management and general management of operating businesses but, at times, included R&D, information technology and construction management. In addition to a number of non-profit organizations, Mr. Chamberland is a member of the advisory council of Hatch Associates Ltd. and a director of La société des technologies de l'aluminium S.T.A.S. Ltée. |
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ROBERT CHEVRIER
Independent director, complies with share ownership guidelines
Age 65
Montreal, Quebec, Canada
Director since 2003
Member of the Audit and Risk Management Committee and of the Human Resources Committee and Lead Director
Class A subordinate voting shares: 10,000 (*)
Deferred Stock Units: 10,200 (+)
Stock options: 44,900
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Mr. Chevrier is President of Roche Management Co. Inc., a holding and investment company. A chartered accountant, he was previously Chairman and Chief Executive Officer of Rexel Canada Inc. (formerly Westburne Inc.). Mr. Chevrier is a director of the following companies: Bank of Montreal, Cascades Inc., Richelieu Hardware Ltd. and Compagnie de Saint-Gobain. |
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THOMAS P. D’AQUINO
Independent director, complies with the share ownership guidelines
Age 68
Ottawa, Ontario, Canada
Director since 2006
Member of the Corporate Governance Committee
Class A subordinate voting shares: 0 (*)
Deferred Stock Units: 10,590 (+)
Stock options: 35,682 |
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Mr. d’Aquino is Chief Executive and President of the Canadian Council of Chief Executives, a position he has held since 1981. He served as a Special Assistant to the Prime Minister of Canada and as the founder and chief executive of Intercounsel Limited, a firm specializing in the execution of domestic and international business transactions and advising chief executives on public policy strategies. In addition to non-profit corporations, Mr. d’Aquino is a director of Manulife Financial Corporation and Coril Holdings Ltd. |
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PAULE DORÉ
Director related to CGI, complies with share ownership guidelines
Age 57
Outremont, Quebec, Canada
Director since 1995
Class A subordinate voting shares: 289,474 (*)
Stock options: 85,000 |
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| The Board of Directors has determined that Mrs. Doré is a related director because she was, prior to September 2006, an executive officer of the Company and she continues to serve the Company in her capacity as Advisor to the Founder and Executive Chairman. Mrs. Doré joined CGI in 1990 as Vice-President Communications and Human Resources, and was Executive Vice-President and Chief Corporate Officer and Secretary until her retirement in September 2006. Mrs. Doré is a director of AXA Canada. |
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SERGE GODIN
Director related to CGI, complies with share ownership guidelines
Age 59
Westmount, Quebec, Canada
Director since 1976
Class A subordinate voting shares: 854,979 (*)
Class B shares: 28,577,089 (*)
Stock options: 2,940,230
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The Board of Directors has determined that Mr. Godin is a related director because, as Founder and Executive Chairman of the Board, he ultimately leads CGI’s senior executive team. Mr. Godin also owns a majority interest in the Company’s Class B shares (see the heading Principal Holders of Class A subordinate voting shares and Class B shares). Mr. Godin co-founded CGI in 1976 and became its first President. Since CGI’s inception, Mr. Godin has successfully grown the Company to become Canada’s largest independent IT services company and one of the largest independent information technology and business process services firms in the world. Throughout his career, Serge Godin has remained active in a number of organizations promoting economic development. Mr. Godin is a member of the Order of Canada, a Fellow of the Ordre des administrateurs agréés du Québec and serves on the boards of directors of the University of Waterloo and of the Canadian Council of Chief Executives. In 2008, Mr. Godin was inducted as a Laureate into the Canadian Business Hall of Fame. |
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ANDRÉ IMBEAU
Director related to CGI, complies with share ownership guidelines
Age 59
Beloeil, Quebec, Canada
Director since 1976
Class A subordinate voting shares: 256,794 (*)
Class B shares: 4,275,659 (*)
Stock options: 1,231,225
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The Board of Directors has determined that Mr. Imbeau is a related director because, in his role as Founder, Executive Vice-Chairman of the Board and Corporate Secretary, Mr. Imbeau is a senior executive of the Company. In addition, he holds an interest in the Company’s Class B shares (see the heading Principal Holders of Class A subordinate voting shares and Class B shares above). Mr. Imbeau co-founded CGI in 1976 as Vice-President Finance. Mr. Imbeau’s financial and operational expertise, leadership and strong commitment to teamwork significantly contributed to CGI’s track record of maintaining 32 years of consecutive revenue growth. André Imbeau remains responsible for creating value for all stakeholders and plays a key role in CGI’s strategic growth initiatives. |
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DAVID L. JOHNSTON
Independent director, complies with share ownership guidelines
Age 67
St. Clements, Ontario, Canada
Director since 1995
Chair of the Human Resources Committee
Class A subordinate voting shares: 25,026 (*)
Deferred Stock Units: 27 742 (+)
Stock options: 87,169
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Mr. Johnston is President and Vice-Chancellor of the University of Waterloo following 15 years as Principal and Vice-Chancellor of McGill University. He has chaired numerous boards and organizations including the Board of Overseers of Harvard University and the Federal Government's Information Highway Advisory Council. He has authored many books including works on e-business, the information highway and corporate and securities law. Mr. Johnston is a Companion of the Order of Canada. Mr. Johnston is a director of Masco Corporation, Fairfax Financial Holdings Limited and Arise Technologies Inc. He is also a Founding Trustee of the MasterCard Foundation. |
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EILEEN A. MERCIER
Independent director, complies with share ownership guidelines
Age 61
Toronto, Ontario, Canada
Director since 1996
Chair of the Audit and Risk Management Committee
Class A subordinate voting shares: 15,774 (*)
Deferred Stock Units: 13,830 (+)
Stock options: 59,140
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Mrs. Mercier was previously Senior Vice-President and Chief Financial Officer of Abitibi-Price Inc. In addition to non profit organizations, Mrs. Mercier is Chair of the Board of Directors of the Ontario Teachers Pension Plan, a director of ING Bank of Canada, ING Canada Inc., and Teekay Shipping Corp. |
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MICHAEL E. ROACH
Director related to CGI, complies with share ownership guidelines
Age 56
Outremont, Quebec, Canada
Director since 2006
Class A subordinate voting shares: 862,258 (*)
Stock options: 2,740,575
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Mr. Roach is a member of CGI’s executive management committee and, in his capacity as President and Chief Executive Officer of CGI, all operational and corporate functions other than the office of the Vice-Chairman, and the corporate secretariat and planning functions, report to him. Prior his appointment as President and Chief Executive Officer in January of 2006, Mr. Roach was President and Chief Operating Officer of CGI. Mr. Roach joined CGI in July 1998 as Executive Vice-President and General Manager, Telecommunications Information Systems and Services, after a distinguished career at a major telecommunications company where he held a number of leadership positions. Mr. Roach is a member of the boards of directors of the Conference Board of Canada, the U.S. Conference Board and is a member of the Canadian Council of Chief Executives. |
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GERALD T. SQUIRE
Independent director, complies with share ownership guidelines
Age 70
West Vancouver, British Columbia, Canada
Director since 2003
Member of the Audit and Risk Management Committee and of the Corporate Governance Committee
Class A subordinate voting shares: 25,000 (*)
Deferred Stock Units: 19,214 (+)
Stock options: 62,929
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Mr. Squire retired from his position as President and Chief Executive Officer of The Co-operators Group in 2002, following 47 years in the insurance sector. Mr. Squire held a number of positions in professional organizations including as Chairman of the Insurance Institute of Canada and as a director of the Insurance Bureau of Canada and the International Cooperative and Mutual Insurance Federation. Mr. Squire is a director of Securican Insurance Company, Sovereign General Insurance Company and Hayhurst Elias Dudek Inc. |
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| (*) Number of shares beneficially owned or controlled, or directed, directly or indirectly, as stated in CGI’s Notice of Annual Meeting and Information Circular dated December 12, 2008. |
| (+) For more information concerning DSUs, please refer to the Remuneration of Directors. |
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| Updated December 31, 2008 |
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