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CGI GROUP INC.

Corporate governance

 

LETTER TO SHAREHOLDERS ON CORPORATE GOVERNANCE

 

Dear fellow shareholders,

 

The results of the past year demonstrate in a very convincing way that disciplined execution combined with a solid governance structure contribute in a meaningful way to creating shareholder value.

 

One of the important features that result in CGI’s uniqueness as a company is that it is built from the ground up on a very sound and solid foundation that emphasizes the importance of achieving a fundamental balance between the interests of our shareholders, our clients and our employees, whom we call our members.

 

CGI was born from the belief that a company built upon core values of quality and partnership, integrity and objectivity, sharing and intrapreneurship, respect, financial strength and responsible corporate citizenship would yield exceptional value for all its stakeholders. Over the years, we have carefully nurtured and refined a vibrant values-based corporate culture that has translated itself into much more than the sum of its parts.

 

Our unique governance structure has ensured that our core values cascade throughout our company in a way that they have become firmly anchored in our corporate culture, with a breadth and scope that extends well beyond the requirements currently reflected in the many regulatory initiatives of the early years of this decade. We encourage you to study our Fundamental Texts which you can easily find on our web site in the corporate governance section. You will discover in reading them that they are truly the blueprint for this remarkable company we have built. You will see how the CGI dream relates to our business vision, and how our mission flows from our vision.

 

You will notice that CGI has management frameworks that translate CGI’s dream, vision and mission into clearly defined business processes that lead directly to the quality and consistency of execution that deliver the tangible value that earns for us the loyalty and respect of our clients, shareholders and members.

 

Focusing on what this unified approach to governance means to our shareholders, the aspects of CGI’s operations that are governed by our Shareholder Partnership Management Framework (“SPMF”) are ISO 9001 certified, to the same extent as our client-facing operations that are structured by our key frameworks. This means that the SPMF, as a business process, is clearly defined and its results are tested and measured to ensure that our performance is consistent, that we can monitor its quality accurately, and that we are therefore able to deliver constant improvement, year over year.

 

The same is true for our Client Partnership Management Framework and our Member Partnership Management Framework. Just as we do with our shareholders, our other stakeholders are regularly canvassed to determine their satisfaction with the tangible value that CGI is committed to deliver to them.

 

During the past year, we challenged ourselves to deliver exceptional results in terms of internal growth. You will see from our Annual Report that our efforts were crowned with considerable success. We grew our revenue by 6.7% and our net earnings increased by 61% year over year. These are truly the kind of remarkable results that can only come from very disciplined and consistent, high-quality performance.

 

Looking ahead, we see a very bright future for CGI. We have demonstrated in the most convincing way, by delivering exceptional results, that CGI has a very robust platform for continued accelerated growth. The scope of our operations, the enduring quality of our governance structures, and our exceptionally well-defined business processes have yielded exemplary financial strength.

 

We encourage you to read our 2007 Annual Report and our Management Proxy Circular in order to become better acquainted with CGI. We are confident that as you come to know CGI, you will appreciate the strength of our commitment to our shareholders.

 

In closing, we are extremely proud that on December 5, 2007 CGI received the Canadian Institute of Chartered Accountants Award of Excellence for the outstanding quality of its financial reporting and governance disclosure in the Canadian technology sector. This award further demonstrates our commitment to our shareholders. Not only is it important to us that we deliver the value you expect, but also that we communicate our performance to you in terms that are as clear and easy for you to understand as possible.

 

Annual General Meeting and Proxy Voting

 

CGI’s senior executives will be discussing important initiatives designed to build long term shareholder value at the Annual General Meeting, which will be held on Tuesday, February 5, 2008 at the Omni Mont-Royal Hotel. On behalf of CGI’s Board of Directors and management, we encourage you to attend the meeting in person if you can and, if not, to view the meeting on our web site at www.cgi.com where it will be broadcast live and will be archived immediately afterwards.

 

The Annual General Meeting is your opportunity to hear firsthand from senior management and to ask any questions you may have about the Company.

 

We encourage you to exercise the power of your proxy by voting your shares by mail, by phone or by using the internet as outlined in the enclosed Circular, or by presenting your signed proxy in person before the start of the meeting.

 

Yours sincerely,


Serge Godin
Founder and Executive
Chairman of the Board

Claude Boivin
Lead Director and
Chair of the Corporate
Governance Committee

 

Reprinted from CGI’s Notice of Annual Meeting and Management Proxy Circular dated December 11, 2007.

 

 
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