CGI Group Inc.

Corporate governance

Compensation of Directors

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

Board of Directors and Standing Committee Fees

For fiscal 2016, Ms. Julie Godin and Messrs. Serge Godin, André Imbeau and Michael E. Roach were not compensated for their roles as directors of the Company.

The compensation paid to the outside directors changed to a flat fee structure effective October 1, 2015. The Board of Directors also decided to cease granting stock options to outside directors as of that date. The following table sets out the elements of the compensation paid to outside directors for the year ended September 30, 2016:

Board of Directors and Standing Committee Fees

Component

Amount

Board Retainer (includes membership to One Committee) $210,000
Lead Director or Committee Chair Retainer  $20,000
Committee Member for each additional Committee   $20,000 

Mandatory – 50% of Board Retainer is paid in DSUs
(save for the exceptions listed below)
Optional – All other fees can be converted into DSUs.

In fiscal 2016, except for exempted directors, half of the directors’ retainer fees was paid in DSUs. A director can elect to receive the equivalent of his or her mandatory portion in cashinstead of in DSUs if (i) the director was not a resident of Canada for income tax purposes, or (ii) the director purchased in the open market the same number of Class A subordinate voting shares he or she would have received in the form of DSUs, or (iii) the director was otherwise exempted by the Board of Directors.

Directors who must travel long distances to attend meetings of the Board of Directors and standing committees also receive long distance travel allowances.