CGI Group Inc.

Corporate governance


Dear fellow shareholders,

Fiscal 2016, CGI’s 40th year, was a remarkable one, as we continued to successfully implement our Build and Buy profitable growth strategy.

On the “Build” side, as we continued to be at the core of our clients’ digital transformation, we returned to positive organic growth in the third quarter and achieved constant currency organic growth in the fourth quarter. We helped more clients integrate our full suite of end-to-end offerings – high-end consulting, systems integration, IP-based services and solutions, and transformational outsourcing – and were actively engaged with both the business and IT sides of our clients’ organizations.

On the “Buy” side, we made strategic niche acquisitions, which were accretive during the year and immediately acted as catalysts for new growth opportunities. As market conditions continue to favour consolidation in response to client demand for global partners, our funnel of potential acquisition targets is healthy and reflects the highly fragmented nature of our industry.

As a key element of our annual planning process, we conducted a series of more than 1,000 in-depth and face-to-face client interviews now known as the CGI Global 1000. As we implement our business plan, which includes the insights from these conversations along with input from our members and shareholders, our ISO 9001-certified operations will continue to apply our Management Foundation. This set of best practices and management tools that we have developed globally over the years defines and guides the management of the Company. It includes our client, member and shareholder management frameworks that foster long-term relationships with these stakeholders, and leads to quality and consistency of execution in all our operations through best-in-class business processes.

We also rely on a set of performance indicators comprised of measures related to each of our stakeholders. Our performance metrics are applied throughout the Company to ensure we serve as a partner and expert of choice to our clients, we provide a rewarding place in which to build a career for our members, and continue to offer a long-term profitable investment for our shareholders. Global, local and comparative results are made visible and monitored at all management levels. They are also regularly reviewed and discussed with all of our members.

Through our enterprise digital transformation capabilities and industry expertise, we help clients embark on their digital journeys and succeed in becoming customer-centric digital organizations. Therefore, the market for our services remains strong, and our sustained growth means that we are better placed than at any time in our history to provide innovative services and solutions to our clients with truly global reach. Our client proximity model, together with our sharp focus on clearly delineated vertical markets, allows us to develop a fundamental understanding of our clients’ needs. In addition, we have centers strategically located to optimize delivery to our clients, so that while we operate globally, we remain singularly focused on interacting with our clients locally.

This year, Michael E. Roach retired as President and Chief Executive Officer of CGI but accepted to be nominated for re-election as a director of the Company. Mr. Roach has been an exceptional leader and, on behalf of our members and our Board of Directors, we thank him warmly for his exceptional contribution to our success. We also congratulate George D. Schindler, a long-time industry leader who joined CGI in 2004, on becoming our new President and Chief Executive Officer and who is also nominated for election as a director. Under George’s leadership, we will continue our long tradition of successfully executing CGI’s Build and Buy profitable growth strategy.

We encourage you to read our 2016 Annual Review, Management’s Discussion and Analysis, audited consolidated financial statements, and Management Proxy Circular to become better acquainted with CGI. We are confident that, as you come to know us, you will appreciate the strength of our commitment to our three stakeholders including you, our shareholders.

Annual General Meeting and Proxy Voting

On behalf of CGI’s Board of Directors, management and members, we invite you to attend the Annual General Meeting of Shareholders that will be held at the Ritz-Carlton Hotel in the Oval Room, 1228 Sherbrooke Street West, Montreal, Quebec, Canada, on February 1, 2017, at 11:00 a.m. (Montreal time).

The items of business are described in this Notice of Annual General Meeting of Shareholders and Management Proxy Circular.

At the Annual General Meeting of Shareholders, you will have the opportunity to hear CGI’s senior leadership discuss the highlights of our performance in 2016. You will also hear about our plans for the future and will have the opportunity to ask any questions you may have about your Company.

If you are unable to attend the meeting we encourage you to exercise the power of your proxy by voting your shares by mail, by phone or by using the internet as outlined in the enclosed Management Proxy Circular.

Yours sincerely,


Serge Godin and Thomas P. Aquino
Serge Godin        
Serge Godin
Founder and Executive
Chairman of the Board
    Dominic D'Alessandro
    Lead Director

Reprinted from CGI’s Notice of Annual Meeting and Management Proxy Circular dated December 12, 2016.