CGI Group Inc.

Corporate governance

Lead Director

Dominic D'Alessandro
Since 2015

Thomas P. d’Aquino
2010 - 2015

Robert Chevrier
2008 - 2010

Claude Boivin
2003 - 2008

David L. Johnston
1996 - 2003

Responsibilities of the Lead Director *

Lead Director

5.4 Lead Director

 

5.4.1

The Lead Director shall be an Independent Director. He will oversee that the Board of Directors discharges its responsibilities, ensure that the Board of Directors evaluates the performance of management objectively and that the Board of Directors understands the boundaries between the Board of Directors and management responsibilities.

 

5.4.2

The Lead Director will chair periodic meetings of the Independent Directors and assume other responsibilities which the Independent Directors as a whole might designate from time to time.

 

5.4.3

The Lead Director should be able to stand sufficiently back from the day-to-day running of the business to ensure that the Board of Directors is in full control of the Company's affairs and alert to its obligations to the shareholders.

 

5.4.4

The Lead Director shall provide input to the Executive Chairman of the Board on preparation of agendas for Board and committee meetings.

 

5.4.5

The Lead Director shall chair Board meetings when the Executive Chairman of the Board is not in attendance, subject to the provisions of the by-laws of the Company.

 

5.4.6

The Lead Director shall provide leadership for the independent directors and ensure that the effectiveness of the Board is assessed on a regular basis.

 

5.4.7

The Lead Director shall set the agenda for the meetings of the Independent Directors.

 

5.4.8

The Lead Director shall report to the Board concerning the deliberations of the independent directors as required.

 

5.4.9

The Lead Director shall, in conjunction with the Executive Chairman of the Board, facilitate the effective and transparent interaction of Board members and management;

 

5.4.10 

The Lead Director shall provide feedback to the Executive Chairman of the Board and act as a sounding board with respect to strategies, accountability, relationships and other issues.


* extract from the Charter of the Board of Directors (PDF)