CGI Group Inc.

Corporate governance


Dear fellow shareholders,

Fiscal 2017 marked another strong year, as we continued to successfully implement our Build and Buy profitable growth strategy.

On the “Build” side, we reported four consecutive quarters of organic growth on a constant currency basis while we continued to improve our mix of high quality revenue and maintained our profitability. As the digital needs of customers and citizens around the world and in all industries drive greater investments in technology, we strive for excellence in service delivery, while providing our clients with end-to-end services and solutions tailored to their needs. Throughout fiscal 2017, we helped our 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, becoming more than just a service and solution provider, but also a long-term partner to support them in achieving their objectives.

On the “Buy” side, we made four strategic niche acquisitions which increased our workforce in the United States by approximately 1,000 professionals and which are expected to further strengthen CGI’s capabilities across several in-demand markets. In addition, shortly after the end of fiscal 2017, we acquired Affecto Plc, a leading provider of business intelligence and enterprise information solutions and services, adding some 1,000 additional professionals to our northern Europe team. As market conditions continue to favour consolidation in response to client demand for global partners, our funnel of potential acquisition targets continues to be replenished while we maintain the financial flexibility to capitalize on merger opportunities.

Our success begins and ends with client satisfaction, which is at the heart of CGI’s approach to quality management, together with member and shareholder satisfaction. Our ISO 9001-certified operations apply the CGI Management Foundation, which outlines the key strategies and processes that define and guide the management of CGI and the management of our relationships with our stakeholders. At CGI, we have integrated the concept of quality into every aspect of the management of the Company and we are proud to continue to operate while promoting this set of practices and management tools that we have developed globally over the years. We look forward to fostering our long-term relationships with our stakeholders, while continuing to be a first-choice partner for our clients.

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 that we serve as an 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. 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 of our services, so that while we operate globally, we remain singularly focused on interacting with our clients locally.

This year, Jean Brassard announced that he was retiring and would not present himself for re-election as a director of the Company. Mr. Brassard 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 also became President and Chief Operating Officer in 1997 and served as Vice-Chairman of the Company’s Board of Directors for 25 years. Mr. Brassard was and remains a pioneer of CGI and, on behalf of our members and our Board of Directors, we thank him warmly for his confidence and loyalty throughout the years as well as for his remarkable contribution to our success. We also want to welcome Michael B. Pedersen, a leader in the financial services sector, who joined CGI’s Board of Directors and Audit and Risk Management Committee in August 2017 and who is nominated for election as a director for the first time. With more than 30 years of experience in the financial sector, Michael will bring valuable insight to the Company as we continue to pursue our strategic objectives and deliver value to our clients, professionals and shareholders.

We encourage you to read our 2017 Annual Review, annual Management’s Discussion and Analysis, annual audited consolidated financial statements, and this 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 January 31, 2018, 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 fiscal 2017 and our fiscal 2018 first quarter results. 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 11, 2017.