 |
|
Corporate governance
| |
|
|
|
| Biographies of board members |
| |
| nb: equity ownership is given as of December 9, 2009 |
| |
 |
| |
CLAUDE BOIVIN
Independent director, complies with share ownership guidelines
Age 75
St-Lambert, Quebec, Canada
Director since 1993
Member of the Human Resources Committee
Class A subordinate voting shares: 104,596 (*)
Deferred Stock Units: 7,035 (+)
Stock options: 47,047 |
|
| 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 also a director of Héroux Devtek Inc., GLV Inc. and Boralex Power Income Fund. |
| |
 |
| |
BERNARD BOURIGEAUD
Independent director, complies with the share ownership guidelines
Age 65
Waterloo, Belgium
Director since 2008
Member of the Human Resources Committee
Stock options: 9,000
|
|
| 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. |
| |
 |
| |
JEAN BRASSARD
Independent director, complies with share ownership guidelines
Age 65
Brossard, Quebec, Canada
Director since 1978
Member of the Corporate Governance Committee
Class A subordinate voting shares: 238,475 (*)
Class B shares: 755,411 (*)
Stock options: 25,000
|
|
| 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 U.S. and Europe. Mr. Brassard is also a director of a number of non profit organizations. |
| |
 |
| |
ROBERT CHEVRIER
Independent director, complies with share ownership guidelines
Age 66
Montreal, Quebec, Canada
Director since 2003
Chair of the Human Resources Committee, member of the Audit and Risk Management Committee, and Lead Director
Class A subordinate voting shares: 10,000 (*)
Deferred Stock Units: 15,979 (+)
Stock options: 58,958
|
|
| 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 also a director of Bank of Montreal, Cascades Inc., Richelieu Hardware Ltd., and Compagnie de Saint-Gobain. |
| |
 |
| |
DOMINIC D’ALESSANDRO
Independent director, complies with share ownership guidelines
Age 62
Toronto, Ontario, Canada
Director since 2010
Class A subordinate voting shares: 10,000 (*)
|
|
| Mr. D’Alessandro was President and Chief Executive Officer of Manulife Financial Corporationfrom 1994 until 2009. During his tenure, Manulife has undergone a dramatic expansion of its operations and has emerged as one of the world’s leading life insurers. In recognition of his achievements, Mr. D’Alessandro was named Canada’s Most Respected CEO for 2004 and was named Canada’s Outstanding CEO for 2002 by his peers. He is an Officer of the Order of Canada. In 2006, Mr. D’Alessandro was named to the Advisory Committee on the Public Service of Canada and appointed to the North American Free Trade Agreement’s North American Competitiveness Council. |
| |
 |
| |
THOMAS P. D’AQUINO
Independent director, complies with the share ownership guidelines
Age 69
Ottawa, Ontario, Canada
Director since 2006
Member of the Corporate Governance Committee
Deferred Stock Units: 15,273 (+)
Stock options: 47,548 |
|
| Mr. d’Aquino is currently Chief Executive and President of the Canadian Council of Chief Executives, a position he has held since 1981. Mr. d’Aquino has announced that he will retire from such position effective December 31, 2009 and will join Gowlings, a leading Canadian law firm, as senior counsel and Chair of its Business Strategy and Public Policy Group. He also 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 also a director of Manulife Financial Corporation and Coril Holdings Ltd. |
| |
 |
| |
PAULE DORÉ
Director related to CGI, complies with share ownership guidelines
Age 58
Outremont, Quebec, Canada
Director since 1995
Member of the Corporate Governance Committee
Class A subordinate voting shares: 99,774 (*)
Stock options: 14,000 |
|
| 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 September of 2006 when she assumed the role of Advisor to the Founder and Executive Chairman, a position she held until her retirement in August of 2009. The Board of Directors has determined that Mrs. Doré, while she is now an outside director, is a related director because she was until her retirement an employee of CGI. Mrs. Doré is also a director of AXA Canada. |
| |
 |
| |
RICHARD B. EVANS
Independent director, complies with share ownership guidelines
Age 62
Montreal, Quebec, Canada
New candidate for election as director
Member of the Audit and Risk Management Committee
Class A subordinate voting shares: 10,000 (*)
Deferred Stock Units: 21 (+)
Stock options: 8,044 |
|
| Mr. Evans recently retired as an Executive Director of London-based Rio Tinto plc and Melbourne-based Rio Tinto Ltd. While with Rio Tinto, he was Chief Executive of Rio Tinto Alcan. Prior to that he was President and Chief Executive Officer of Alcan Inc. until its acquisition by Rio Tinto in October of 2007. He is now Chairman of the Board of AbitibiBowater, a leading forest products company based in Montreal. Mr. Evans was appointed as a director of CGI on September 29, 2009 to fill a vacancy. |
| |
 |
| |
SERGE GODIN
Director related to CGI, complies with share ownership guidelines
Age 60
Westmount, Quebec, Canada
Director since 1976
Class A subordinate voting shares: 860,837 (*)
Class B shares: 28,577,089 (*)
Stock options: 3,343,980
|
|
| The Board of Directors has determined that Mr. Godin is a related director because, as Founder and Executive Chairman of the Board, he is a member of CGI’s Executive Management Committee and is a key member of the Company’s senior leadership 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, Mr. Godin has remained active in a number of organizations promoting economic development. He is a member of the Order of Canada and of the Ordre National du Québec, and is a Laureate of the Canadian Business Hall of Fame. He also serves on the boards of directors of the Canadian Council of Chief Executives and of the University of Waterloo. |
| |
 |
| |
ANDRÉ IMBEAU
Director related to CGI, complies with share ownership guidelines
Age 60
Beloeil, Quebec, Canada
Director since 1976
Class A subordinate voting shares: 260,516 (*)
Class B shares: 4,275,659 (*)
Stock options: 1,321,850
|
|
| 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, he is a member of CGI’s Executive Management Committee and is a key member of the Company’s senior leadership team. 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). Mr. Imbeau co-founded CGI in 1976 and was, until July 2006, Executive-Vice-President and Chief Financial Officer. His financial and operational expertise, leadership and strong commitment to teamwork significantly contributed to CGI’s track record of maintaining consistent revenue growth. Mr. Imbeau remains responsible for creating value for all stakeholders and plays a key role in CGI’s strategic growth initiatives. |
| |
 |
| |
DAVID L. JOHNSTON
Independent director, complies with share ownership guidelines
Age 68
St. Clements, Ontario, Canada
Director since 1995
Chair of the Human Resources Committee
Class A subordinate voting shares: 24,114 (*)
Deferred Stock Units: 33,145 (+)
Stock options: 99,269
|
|
| 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. He is also a director of Masco Corporation, Fairfax Financial Holdings Limited and Arise Technologies Inc. and is a Founding Trustee of the MasterCard Foundation. |
| |
 |
| |
GILLES LABBÉ
Independent director, complies with share ownership guidelines
Age 53
Montreal, Quebec, Canada
Director since 2010
|
|
| Mr. Labbé is President and Chief Executive Officer, and a director, of Héroux Devtek Inc., an aerospace and industrial products manufacturer, a position he has held since June 2000. A Fellow Chartered Accountant, Mr. Labbé is the recipient of numerous business awards and is also a director of the Aerospace Industries Association of Canada, and Aéro Montreal. |
| |
 |
| |
EILEEN A. MERCIER
Independent director, complies with share ownership guidelines
Age 62
Toronto, Ontario, Canada
Director since 1996
Chair of the Audit and Risk Management Committee
Class A subordinate voting shares: 15,774 (*)
Deferred Stock Units: 16,644 (+)
Stock options: 66,416
|
|
| 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, and is also a director of ING Bank of Canada, Intact Financial Corporation, and Teekay Shipping Corp. |
| |
 |
| |
MICHAEL E. ROACH
Director related to CGI, complies with share ownership guidelines
Age 57
Outremont, Quebec, Canada
Director since 2006
Class A subordinate voting shares: 868,133 (*)
Stock options: 3,248,325
|
|
| Mr. Roach is President and Chief Executive Officer of CGI and a member of CGI’s Executive Management Committee. Prior to his appointment as President and Chief Executive Officer in January of 2006, he was President and Chief Operating Officer of the Company. 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. He is also a director of the Conference Board of Canada and the U.S. Conference Board, and is a member of the Canadian Council of Chief Executives. |
| |
| (*) 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 9, 2009. |
| (+) For more information concerning DSUs, please refer to the Remuneration of Directors. |
| |
| Updated December 18, 2009 |
| |
|
|
|
|
|
|
|
|
