Corporate governance

Biographies of board members

nb: equity ownership is given as of December 12, 2016

  • Alain Bouchard
  • Independent director, complies with share ownership guideline
  • Age 67
  • Lorraine, Quebec, Canada
  • Director since 2013
  • Chair of the Human Resources Committee
  • Class A subordinate voting shares: 17,500 (*)
  • Deferred Stock Units: 10,003 (+)
  • 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 12,300 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. 

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  • BERNARD BOURIGEAUD
  • Independent director, complies with share ownership guideline
  • Age 72
  • Waterloo, Belgium
  • Director since 2008
  • Member of the Human Resources Committee
  • Class A subordinate voting shares: 10,000 (*)
  • Deferred Stock Units: 9,768 (+)
  • Stock options: 26,598 (‡)

Mr. Bourigeaud is the former Chief Executive Officer and founder of Atos Origin S.A., 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. In December 2011, Mr. Bourigeaud was appointed Chairman of Oberthur Technologies SA and Vice Chairman of Oberthur Technologies Holding. Mr. Bourigeaud also holds positions on various boards, including Ingenico in France, Aalto Invest in London and Automic in Austria. He is also a member of the global advisory board of Jefferies Bank in New York and a member of the Governing Board of the International Paralympics Committee. Mr. Bourigeaud is an Affiliate Professor at HEC School of Management in Paris and a member of HEC’s International Advisory Board.

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  • JEAN BRASSARD
  • Independent director, complies with share ownership guideline
  • Age 72
  • Verdun (Nuns’ Island), Quebec, Canada
  • Director since 1978
  • Member of the Audit and Risk Management Committee
  • Class A subordinate voting shares: 530,411 (*)
  • Deferred Stock Units: 18,956 (+)
  • 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.

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  • Dominic D'Alessandro
  • Independent director, complies with share ownership guideline
  • Age 69
  • Toronto, Ontario, Canada
  • Director since 2010
  • Lead Director, member of the Human Resources Committee and the Corporate Governance Committee
  • Class A subordinate voting shares: 10,000 (*)
  • Deferred Stock Units: 22,367 (+)
  • 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 Montréal. He has also been awarded honorary doctorates from York University, University of Ottawa, Ryerson University and Concordia University. 

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  • Paule Doré
  • Independent director, complies with share ownership guideline
  • Age 65
  • Outremont, Quebec, Canada
  • Director since 1995
  • Chair of the Corporate Governance Committee
  • Class A subordinate voting shares: 74,274 (*)
  • Deferred Stock Units: 8,190 (+)
  • Stock options: 9,368 (‡)

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. 

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  • Richard B. Evans
  • Independent director, complies with share ownership guideline
  • Age 69
  • 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: 21,671 (+)
  • 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.

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  • Julie Godin
  • Director related to CGI, complies with share ownership guideline
  • Age 41
  • Verdun (Nuns' Island) Quebec, Canada
  • Director since 2013
  • Vice-Chair of the Board, Chief Planning and Administration Officer
  • Class A subordinate voting shares: 6,813 (*)
  • Stock options: 229,708 (‡)


Ms. Godin is CGI’s Vice-Chair of the Board and Executive Vice-President, 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 70,000 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, oversees the full spectrum of CGI’s security activities, and leads mergers and acquisitions activity worldwide.

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  • SERGE GODIN
  • Director related to CGI, complies with share ownership guideline
  • Age 67
  • Westmount, Quebec, Canada
  • Director since 1976
  • Class A subordinate voting shares: 397,079 (*)
  • Class B shares: 28,577,089 (*)
  • Stock options: 10,000 (‡)
  • Performance Share Units: 468,667 (§)

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 Que´ bec. 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 E´ TS (E´ cole de technologie supe´ rieure), an honorary Doctor of Law from York University, an honorary Management degree from HEC Montréal, an honorary Doctor of Administrative Sciences degree from Universite´ Laval and an honorary Doctor of Law degree from Concordia University.

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  • Timothy J. Hearn
  • Independent director, complies with share ownership guideline
  • Age 72
  • Calgary, Alberta, Canada
  • Director since 2015
  • Member of the Audit and Risk Management Committee
  • Class A subordinate voting shares: 20,000 (*)
  • Deferred Stock Units: 2,835 (+)
  • Stock options: 4,697 (‡)

Mr. Hearn is 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 is also a director of ARC Resources Ltd.

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André Imbeau

  • ANDRÉ IMBEAU
  • Director related to CGI, complies with share ownership guideline
  • Age 67
  • Beloeil, Quebec, Canada
  • Director since 1976
  • Class A subordinate voting shares: 268,558 (*)
  • Class B shares: 4,275,659 (*)
  • Stock options: 40,005(‡) 

Mr. Imbeau co-founded CGI 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. He now acts as Founder and Member of the Board of Directors, and is therefore a related director. 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. Mr. Imbeau is currently a director of AtmanCo Inc. 

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  • Gilles Labbé
  • Independent director, complies with share ownership guideline
  • Age 60
  • Montréal, Quebec, Canada
  • Director since 2010
  • Chair of the Audit and Risk Management Committee
  • Class A subordinate voting shares: 25,000 (*)
  • Deferred Stock Units: 18,595 (+)
  • Stock options: 45,024 (‡)

Mr. Labbé is President and Chief Executive Officer, and a director, of Héroux-Devtek Inc., a Canadian 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 Montréal.

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  • Heather Munroe-Blum
  • Independent director, complies with share ownership guidelines
  • Age 66
  • Westmount, Quebec, Canada
  • Director since 2015
  • Member of the Corporate Governance Committee
  • Class A subordinate voting shares: 855 (*)
  • Deferred Stock Unit: 1,998 (+)
  • 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 of the Gairdner Foundation and a member of the Advisory Board of the Center for Advanced Studies at Stanford University.

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Bio of Michael Pederson

  • Michael Pedersen
  • Independent director, complies with share ownership guidelines
  • Age 56
  • Bryn Mawr, Pennsylvania, United States
  • Director since 2017
  • Member of the Audit and Risk Management Committee


Mr. Pedersen served as the Group Head U.S. Banking, TD Bank Group and President & CEO, TD Bank, America’s Most Convenient Bank®. He was responsible for leading TD’s retail and commercial banking operations in the U.S. until his retirement in 2017. Prior to joining TD in 2007, Mr. Pedersen worked in London, where he was responsible for Barclays’ global private bank and two other international businesses. Before joining Barclays, he spent 12 years 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. 

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  • Michael E. Roach
  • Director related to CGI, complies with share ownership guideline
  • Age 64
  • Montréal, Quebec, Canada
  • Director since 2006
  • Member of the Board of Directors
  • Class A subordinate voting shares: 1,172,335 (*)
  • Stock options: 461,505 (‡) 


Mr. Roach was, until his retirement on September 30, 2016, President and Chief Executive Officer of CGI 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. 

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  • George D. Schindler
  • Director related to CGI, complies with share ownership guideline
  • Age 53
  • Westmount, Quebec, Canada
  • Director since 2016
  • President and Chief Executive Officer
  • Class A subordinate voting shares: 27,277 (*)
  • Stock options: 1,009,273 (‡) 


Mr. Schindler was appointed President and Chief Executive Officer of CGI effective October 1, 2016 and is therefore a related director. Prior to such 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, where he held various management and consulting positions in the U.S. and Canada in support of commercial and government clients. 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, and frequently speaks and writes about technology and business strategy topics. He holds a Bachelor of Science in computer science from Purdue University. 

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  • Joakim Westh
  • Independent director, complies with share ownership guideline
  • Age 55
  • 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 sitting on the boards of several leading Nordic companies, including Saab AB, Swedish Match AB, Absolent Group AB and Arcam AB. Until 2009, Mr. Westh was a Senior Vice-President and executive team member at LM Ericsson AB with responsibility for strategy, operational excellence and sourcing. Mr. Westh is well-known as a leading expert in the fields of technology and management, particularly in Scandinavia.

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(*) 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 in CGI's Notice of Annual Meeting and Information Circular dated December 12, 2016. 
(‡) 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 12, 2016. 
(§) 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 12, 2016.
 

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