Corporate governance

Biographies of board members

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

SERGE GODIN
Director related to CGI, complies with share ownership guidelines
Age 62
Westmount, Quebec, Canada
Director since 1976
Class A subordinate voting shares: 865,235 (*)
Class B shares: 28,577,089 (*)
Stock options: 2,637,235 (‡)
Performance Share Units:287, 566 (§)

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 earlier in this document).  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, a Laureate of the Canadian Business Hall of Fame, and in 2011 he received the Conference Board of Canada’s Honorary Associate Award, the Conference Board’s highest award.  He also serves on the boards of directors of the Canadian Council of Chief Executives and of the University of Waterloo

(*) 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