Corporate governance

Biographies of board members

Information relating to shares, DSUs, stock options and PSUs beneficially owned, or over which control or direction is exercised, is provided as at December 11, 2017.

  • Alain Bouchard
  • Independent director, complies with share ownership guideline
  • Age 68
  • Lorraine, Quebec, Canada
  • Director since 2013
  • Chair of the Human Resources Committee
  • Class A subordinate voting shares: 17,500 (*)
  • Deferred Stock Units: 13,508 (+)
  • Stock options: 21,151 (‡)

Mr. Bouchard is Founder and Executive Chairman of the Board and a director of Alimentation Couche-Tard Inc., a company listed on the TSX with a network comprised of approximately 15,000 convenience stores in Canada, the United States, Europe (in the Scandinavian countries—Norway, Sweden and Denmark, in the Baltic States—Estonia, Latvia and Lithuania and in Ireland with an important presence in Poland), and thirteen other countries and regions worldwide (China, Costa Rica, Egypt, Guam, Honduras, Hong Kong, Indonesia, Macau, Malaysia, Mexico, Vietnam, the Philippines and the United Arab Emirates). The company is the largest independent convenience store operator in North America in terms of number of company-operated stores. Mr. Bouchard founded the company in 1980, led its growth and has more than 45 years of experience in the retail industry.

Back to top


  • BERNARD BOURIGEAUD
  • Independent director, complies with share ownership guideline
  • Age 73
  • Waterloo, Belgium
  • Director since 2008
  • Member of the Human Resources Committee
  • Class A subordinate voting shares: 10,000 (*)
  • Deferred Stock Units: 13,918 (+)
  • Stock options: 26,598 (‡)

Mr. Bourigeaud is the former Chief Executive Officer and founder of Atos Origin S.A. (now known as Atos S.E.), a leading global IT services company. Prior to that, he spent eleven years at Deloitte, Haskins & Sells France where he headed the firm’s management consulting and subsequently all of its French operations. Previously, he worked for Continental Grain and Price Waterhouse. Mr. Bourigeaud is a private investor in technology companies and is currently an operating partner of Advent International and Aalto Invest UK Ltd. in London. Mr. Bourigeaud also serves as a director of Ingenico Group S.A. in France as well as a member of its Strategy Committee, a member of the Advisory Board of Sierrabolics in San Diego, Chairman of the Board of Holistic Innovations in San Francisco, a member of the Global Advisory Board of Jefferies Bank in New York and as a member of the Governing Board of the International Paralympics Committee. He previously served as Chairman of Oberthur Technologies S.A., as Vice-Chairman of Oberthur Technologies Holding, and as a director of Automic in Austria and Amadeus in Spain. Mr. Bourigeaud is an Affiliate Professor at HEC School of Management in Paris and a member of HEC’s International Advisory Board.

Back to top


  • JEAN BRASSARD
  • Independent director, complies with share ownership guideline
  • Age 73
  • Verdun (Nuns’ Island), Quebec, Canada
  • Director since 1978
  • Member of the Audit and Risk Management Committee
  • Class A subordinate voting shares: 524,104 (*)
  • Deferred Stock Units: 22,157 (+)
  • Stock options: 26,559 (‡)

Mr. Brassard has had an extensive career as an IT professional practitioner and senior manager. He joined the Company in 1978 as a Vice-President and led the development and implementation of major IT projects in all economic sectors served by CGI. He became President and Chief Operating Officer in January 1997 and was Vice-Chairman of the Company’s Board of Directors for 25 years. Mr. Brassard contributed significantly to CGI’s international profitable growth until he retired in 2000.

Back to top


  • Dominic D'Alessandro
  • Independent director, complies with share ownership guideline
  • Age 70
  • Toronto, Ontario, Canada
  • Director since 2010
  • Lead Director, member of the Human Resources Committee and Member of the Corporate Governance Committee
  • Class A subordinate voting shares: 10,000 (*)
  • Deferred Stock Units: 26,177 (+)
  • Stock options: 51,906 (‡)

Mr. D’Alessandro was President and Chief Executive Officer of Manulife Financial Corporation from 1994 to 2009 and is currently a director of Suncor Energy Inc. For his many business accomplishments, Mr. D’Alessandro was recognized as Canada’s Most Respected Chief Executive Officer in 2004 and Chief Executive Officer of the Year in 2002, and was inducted into the Insurance Hall of Fame in 2008. Mr. D’Alessandro is an Officer of the Order of Canada and has been appointed as a Commendatore of the Order of the Star of Italy. In 2009, he received the Woodrow Wilson Award for Corporate Citizenship and in 2005 was granted the Horatio Alger Award for community leadership. Mr. D’Alessandro is a fellow of the Chartered Professional Accountants Canada and holds a Bachelor of Science from Concordia University in Montreal. He has also been awarded honorary doctorates from York University, University of Ottawa, Ryerson University and Concordia University. 

Back to top


  • Paule Doré
  • Independent director, complies with share ownership guideline
  • Age 66
  • Outremont, Quebec, Canada
  • Director since 1995
  • Chair of the Corporate Governance Committee
  • Class A subordinate voting shares: 74,274 (*)
  • Deferred Stock Units: 9,791 (+)
  • Stock options: 625 (‡)

Ms. Doré joined CGI in 1990 and was Executive Vice-President and Chief Corporate Officer when she retired in 2006. Ms. Doré served on the board of directors of other publicly listed companies, including Ault Food Ltd, AXA Canada, Covitec, Groupe Laperrière Verreault (GLV) and Cogeco Inc., as well as a number of institutions and non-profit organizations. Ms. Doré currently serves as a director of Héroux-Devtek Inc., the Institute for the Governance of Public and Private Organizations (IGOPP) and the Musée Pointe-à-Callières.

Back to top


  • Richard B. Evans
  • Independent director, complies with share ownership guideline
  • Age 70
  • San Francisco, California, USA
  • Director since 2009
  • Member of the Audit and Risk Management Committee
  • Class A subordinate voting shares: 10,000 (*)
  • Deferred Stock Units: 25,821 (+)
  • Stock options: 56,679 (‡)

Prior to his retirement in April 2009, Mr. Evans was 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 Inc. Prior to that, he was President and Chief Executive Officer of Alcan Inc. until its acquisition by Rio Tinto in October 2007. He currently serves as Chairman of the board of directors of Constellium N.V.

Back to top


  • Julie Godin
  • Director related to CGI, complies with share ownership guideline
  • Age 42
  • Verdun (Nuns' Island) Quebec, Canada
  • Director since 2013
  • Vice-Chair of the Board, Executive Vice-President, and Chief Planning and Administration Officer
  • Class A subordinate voting shares: 7,234 (*)
  • Stock options: 251,636 (‡)
  • Performance Share Units: 7,039 (§)


Ms. Godin is CGI’s Vice-Chair of the Board, Executive Vice-President, and Chief Planning and Administration Officer, and is therefore a related director. She has led CGI’s global human resources group since 2009 and the Company’s strategic planning process since 2011. Ms. Godin oversees the development of enterprise-wide policies, programs and processes related to the management of the Company and their application across all CGI business units. She is responsible for ensuring the continuous development of CGI’s 71,000 professionals and for upholding CGI’s industry-leading track record of delivery excellence for its end-to-end services to CGI’s commercial and government clients around the world. She also directs the development and execution of the Company’s global strategy and oversees CGI’s enterprise IS/IT initiatives and full spectrum of security activities. Ms. Godin also serves as a director of Canadian National Railway Company.

Back to top


  • SERGE GODIN
  • Director related to CGI, complies with share ownership guideline
  • Age 68
  • Westmount, Quebec, Canada
  • Director since 1976
  • Founder and Executive Chairman of the Board
  • Class A subordinate voting shares: 478,906 (*)
  • Class B shares: 28,577,089 (*)
  • Stock options: 10,000 (‡)
  • Performance Share Units: 422,834 (§)

Mr. Godin is CGI’s Founder and Executive Chairman of the Board, and is therefore a related director. Mr. Godin also owns a majority interest in CGI’s Class B shares (see Principal Holders of Class A Subordinate Voting Shares and Class B Shares). Under Mr. Godin’s leadership, CGI has grown into one of the largest independent information technology and business process services firms in the world. Mr. Godin is a member of the Order of Canada and the Ordre national du Québec. In 2008, he was inducted into the Canadian Business Hall of Fame. In 2011, Mr. Godin was named an Honorary Associate by the Conference Board du Canada. In 2015, he became a lifelong member of the Horatio Alger Association. In 2016, he was promoted to Officer of the Order of Canada for his information technology sector and philanthropic contributions. Mr. Godin was also awarded an honorary Doctorate from ÉTS (École de technologie supérieure), an honorary Doctor of Law from York University, an honorary Management degree from HEC Montreal, an honorary Doctor of Administrative Sciences degree from Université Laval and an honorary Doctor of Law degree from Concordia University.

Back to top


  • Timothy J. Hearn
  • Independent director, complies with share ownership guideline
  • Age 73
  • Calgary, Alberta, Canada
  • Director since 2015
  • Member of the Audit and Risk Management Committee
  • Class A subordinate voting shares: 25,000 (*)
  • Deferred Stock Units: 4,435 (+)
  • Stock options: 4,697 (‡)

Mr. Hearn is a director and the Chairman of Hearn & Associates, a consulting, investment management and philanthropic organization, and was, until March 2008, the Chairman and Chief Executive Officer of Imperial Oil Limited. Mr. Hearn has over 40 years of experience in the oil and gas industry and has, in the course of his career, held executive leadership positions in Canada and abroad. He spent ten years at Exxon Mobil Corporation heading global businesses while living in the United States and Asia. He is a past Chairman and an honorary director of the C.D. Howe Institute, and a member of the Joint Public Advisory Committee (JPAC) of the Commission for Environmental Cooperation (CEC). Mr. Hearn currently serves as a director of ARC Resources Ltd.

Back to top


André Imbeau

  • ANDRÉ IMBEAU
  • Director related to CGI, complies with share ownership guideline
  • Age 68
  • Beloeil, Quebec, Canada
  • Director since 1976
  • Founder and Advisor to the Executive Chairman of the Board
  • Class A subordinate voting shares: 268,935 (*)
  • Class B shares: 4,275,659 (*)
  • Stock options: 56,608 (‡) 

Mr. Imbeau is Founder and Advisor to the Chairman of the Board of CGI, and is therefore a related director. He co-founded CGI with Mr. Serge Godin in 1976 and was, until July 2006, Executive Vice-President and Chief Financial Officer and, until July 2015, Founder, Vice-Chairman of the Board and Corporate Secretary. Mr. Imbeau 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 earlier in this document). Mr. Imbeau’s financial and operational expertise and deep understanding of CGI’s operations enables him to provide valuable insight to the Company’s Board of Directors.

Back to top


  • Gilles Labbé
  • Independent director, complies with share ownership guideline
  • Age 61
  • Montréal, Quebec, Canada
  • Director since 2010
  • Chair of the Audit and Risk Management Committee
  • Class A subordinate voting shares: 25,000 (*)
  • Deferred Stock Units:  22,100 (+)
  • Stock options: 45,024 (‡)

Mr. Labbé is President and Chief Executive Officer, and a director, of Héroux-Devtek Inc., an international company specializing in the design, development, manufacture, repair, and overhaul of landing gear systems and components for the Aerospace market. He has held these positions since June 2000. Prior to the acquisition of Devtek Corporation by Héroux Inc. in that year, Mr. Labbé was President and Chief Executive Officer, and a director, of Héroux Inc. since 1989. A Fellow of the Chartered Professional Accountants Canada, Mr. Labbé is the recipient of numerous business awards and is also a director of the Aerospace Industries Association of Canada, and Aéro Montreal.

Back to top


Heather Munroe-Blum

  • Heather Munroe-Blum
  • Independent director, complies with share ownership guidelines
  • Age 67
  • Montréal, Quebec, Canada
  • Director since 2015
  • Member of the Corporate Governance Committee
  • Class A subordinate voting shares: 855 (*)
  • Deferred Stock Unit:  3,599 (+)
  • Stock options: 3,023 (‡)

Dr. Munroe-Blum is Chairperson of the Canada Pension Plan Investment Board (CPPIB) and was Principal (President) of McGill University from 2003 to 2013. She has been broadly recognized for her accomplishments with more than 25 years of senior management experience concentrated in higher education, public policy, and research and development. Among others, Dr. Munroe-Blum served on the boards of Four Seasons Hotels and Resorts, Alcan Inc., the Canada Forum of Rio Tinto Alcan Inc., Yellow Media Inc. and Hydro One (Ontario). She is currently a director of the Royal Bank of Canada, a member of the Trilateral Commission, Vice-Chair and a director of the Gairdner Foundation and a member of the Advisory Board of the Center for Advanced Studies at Stanford University.

Back to top


Mike Pedersen

  • Michael B. Pedersen
  • Independent director, complies with share ownership guidelines
  • Age 57
  • Bryn Mawr, Pennsylvania, United States
  • Director since 2017
  • Member of the Audit and Risk Management Committee
  • Deferred Stock Units: 645 (+)

Mr. Pedersen joined the board of directors of CGI on August 1, 2017. Until his retirement in 2017, Mr. Pedersen served as Group Head, U.S. Banking of The Toronto-Dominion Bank and President and Chief Executive Officer of TD Bank US Holding Company, TD Bank, N.A. and TD Bank USA, N.A. where he was responsible for leading the bank’s retail and commercial banking operations in the U.S. Prior to joining TD Bank Group in 2007, Mr. Pedersen worked at Barclays plc in the UK where he was responsible for three global businesses. Before that, Mr. Pedersen worked at CIBC where he held senior executive roles in retail and business banking. Mr. Pedersen has a long and ongoing involvement with charitable organizations focused on strengthening disadvantaged urban communities and on sustainability and the environment. He is also a former Chairman of the Canadian Bankers Association. Mr. Pedersen holds a Bachelor of Commerce from the University of British Columbia and a Masters in Industrial Relations from the University of Toronto.

Back to top


  • Michael E. Roach
  • Director related to CGI, complies with share ownership guideline
  • Age 65
  • Montréal, Quebec, Canada
  • Director since 2006
  • Member of the Board of Directors
  • Class A subordinate voting shares: 1,172,335 (*)
  • Deferred Stock Units: 1,600 (+)
  • Stock options: 261,505 (‡) 

Mr. Roach served as President and Chief Executive Officer of CGI from February 2006 until his retirement on September 30, 2016 and is therefore a related director. From 2002 to 2006, he served as President and Chief Operating Officer of the Company. Mr. Roach joined CGI in 1998 from a major telecommunications company where he held a number of leadership positions and spearheaded the outsourcing of the company’s IT operations to CGI. He was recognized as “Most Innovative Chief Executive Officer” for 2014 by Canadian Business magazine. Mr. Roach holds a Bachelor of Arts in Economics and Political Science, as well as an honorary Doctorate in Business Administration from Laurentian University. Mr. Roach is currently a director of CAE Inc.

Back to top


  • George D. Schindler
  • Director related to CGI, complies with share ownership guideline
  • Age 54
  • Westmount, Quebec, Canada
  • Director since 2016
  • President and Chief Executive Officer
  • Class A subordinate voting shares: 28,531 (*)
  • Stock options: 1,126,478 (‡)
  • Performance Share Units: 42,016 (§)


Mr. Schindler is CGI’s President and Chief Executive Officer and is therefore a related director. Prior to his appointment, Mr. Schindler served as President and Chief Operating Officer from May 2015 and as President, United States and Canada Operations from 2011. Mr. Schindler joined CGI through its acquisition of American Management Systems, Inc. in 2004 and has since then held numerous leadership roles where he led the strategy and growth of CGI’s endto-end services and solutions for commercial and government clients in the United States and Canada. Mr. Schindler sits on the Advisory Board of The Catalogue for Philanthropy – Greater Washington and is a member of the Business Council of Canada. A recognized industry leader, Mr. Schindler has twice been named a Top 100 Leader by Federal Computer Week. He holds a Bachelor of Science in computer science from Purdue University. 

Back to top


  • Joakim Westh
  • Independent director, complies with share ownership guideline
  • Age 56
  • Stockholm, Sweden
  • Director since 2013
  • Member of the Audit and Risk Management Committee
  • Class A subordinate voting shares: 4,707 (*)
  • Stock options: 4,048 (‡) 

Mr. Westh is an independent director who sits on the board of directors of Saab AB, Swedish Match AB and Absolent Group AB. Until 2009, Mr. Westh was a Senior Vice-President and executive of LM Ericsson AB where he was responsible for strategy, operations and sourcing. Mr. Westh is well-known as a leading expert in the fields of technology and management, particularly in Scandinavia.

Back to top


(*) Number of shares beneficially owned, controlled or directed, directly or indirectly.
(+) For more information concerning DSUs, please refer to the heading Compensation of Directors in CGI's Notice of Annual Meeting and Information Circular dated December 11, 2017. 
(‡) 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 11, 2017. 
(§) The number of PSUs include PSUs that were granted to Mr. Godin at the beginning of fiscal 2017 as part of his target compensation and which became eligible to vest on November 8, 2017 and the PSUs that were awarded at the beginning of fiscal 2018 to Ms. Godin and Messrs. Godin and Schindler as part of their target compensation for fiscal 2018, but which have not yet become eligible to vest and remain subject to the achievement of performance conditions, which will be determined at end of fiscal 2018. 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 11, 2017.
 

Back to top