Corporate governance

Biographies of board members

nb: equity ownership is given as of December 13, 2011

MICHAEL E. ROACH
Director related to CGI, complies with share ownership guidelines
Age 59
Outremont, Quebec, Canada
Director since 2006
Class A subordinate voting shares: 876,209 (*)
Stock options: 2,835,455 (‡)
Performance Share Units: 347,235 (§)

The Board of Directors has determined that Mr. Roach is a related director because, as President and Chief Executive Officer of CGI and a member of CGI’s Executive Management Committee, he is a key member of the Company’s senior leadership team.  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, a member of the Canadian Council of Chief Executives, and a director of Yellow Media Inc.

(*) Number of shares beneficially owned, or controlled, or directed, directly or indirectly.
(+) For more information concerning DSUs, please refer to the heading Compensation of Directors.
(‡) For more information concerning stock options, please refer to the headings Share Option Plan and Compensation of Directors in CGI's Notice of Annual Meeting and Information Circular dated December 13, 2011.
(§) For more information concerning PSUs, please refer to the heading Performance Share Unit Plan in CGI's Notice of Annual Meeting and Information Circular dated December 13, 2011.

Updated December 22, 2011