Exhibit 99.2

Notice of Annual General Meeting of Shareholders and Management Proxy Circular To be held virtually on Wednesday, January 31, 2024 at 11:00 a.m. (Eastern Standard Time) These materials are being sent to both registered and non-registered owners of shares. Non-registered shareholders are either objecting beneficial owners who object that intermediaries disclose information about their ownership in the Company, or non-objecting beneficial owners, who do not object to such disclosure. The Company pays intermediaries to send proxy-related materials to both objecting and non-objecting beneficial owners. Please return your voting instructions as specified in the request for voting instructions.

 

 

Table of Contents

 

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS			1
LETTER TO SHAREHOLDERS			2
GENERAL INFORMATION			1
ATTENDING THE VIRTUAL MEETING			1
SUBMITTING QUESTIONS			1
NOTICE AND ACCESS			1
PROXIES			2
Solicitation of Proxies			2
Appointment and Revocation of Proxies			2
HOW TO VOTE			3
Registered Shareholders			3
Non-Registered Shareholders			3
Voting in Advance of the Meeting			3
By Internet			4
By Phone			4
By Mail			4
Voting at the Meeting			4
Changing your Vote			4
VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SHARES			4
Class A Subordinate Voting Shares and Class B Shares			5
Voting Rights			5
Subdivision or Consolidation			5
Rights upon Liquidation			5
Conversion Rights of Class A Subordinate Voting Shares in Specific Circumstances			5
Conversion of Class B Shares			5
Issuance of Class B Shares			5
Dividends			6
Amendments			6
Rank			6
First Preferred Shares			6
Second Preferred Shares			6
Normal Course Issuer Bid			6
Principal Holders of Class A Subordinate Voting Shares and Class B Shares			7
BUSINESS TO BE TRANSACTED AT THE MEETING			8
NOMINEES FOR ELECTION AS DIRECTORS			9
REPORT OF THE HUMAN RESOURCES COMMITTEE			18
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS			18
Executive Compensation Process for the 2023 Fiscal Year			18
The Human Resources Committee of the Board of Directors			18
Executive Compensation Related Fees			20
Composition of Comparator Groups			20
Executive Compensation Components			21
Base Salary			21
Short-Term Incentive Plan – Profit Participation Plan			21
Performance Factors			22
Long-Term Incentive Plans			23
Share Option Plan			23
Performance Share Unit Plans			23
Award Date Fair Value			24
Performance Factors and Vesting Conditions			24
Long Term Incentive Plan Awards in Fiscal 2023			25
Total At Risk Compensation and Actual Payouts			25
Incentive Plan Awards – Value Vested or Earned During the Year			26
Performance Graph			26
Defined Contribution Pension Plan and Deferred Compensation Plan			28
Defined Contribution Pension Plan			28
Deferred Compensation Plan			28
Compensation of Named Executive Officers			29

 

 

 

Summary Compensation Table			29
KEY FEATURES OF CGI’S LONG-TERM INCENTIVE PLANS			30
Share Option Plan			30
Blackout Periods			31
Extensions for Length of Service			31
Amendments to Share Option Plan			31
Equity Compensation Plan Information as at September 30, 2023			31
Performance Share Unit Plans			32
Blackout Periods			32
Termination Benefits			32
COMPENSATION OF DIRECTORS			32
Board of Directors and Standing Committee Fees			32
Directors’ Compensation Table			33
Deferred Stock Units Plan and Deferred Stock Units Granted to Directors			33
Stock Options Held by Directors			34
Incentive Plan Awards – Value Vested or Earned During the Year			34
Additional Disclosure relating to Directors and Named Executive Officers			35
REPORT OF THE CORPORATE GOVERNANCE COMMITTEE			35
CORPORATE GOVERNANCE PRACTICES			35
CGI’s Shareholders			35
Shareholder Satisfaction Assessment Program			36
Environmental, Social and Governance			36
Corporate Governance and Diversity			39
Majority Voting Policy			39
Clawback Policy			39
Insider Trading and Blackout Periods Policy			40
MANDATE, STRUCTURE AND COMPOSITION OF THE BOARD OF DIRECTORS			40
Board of Directors and Committee Charters			40
ROLE AND RESPONSIBILITIES OF THE FOUNDER AND EXECUTIVE CHAIRMAN OF THE BOARD AND OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER			41
ROLE AND RESPONSIBILITIES OF THE LEAD DIRECTOR AND STANDING COMMITTEE CHAIRS			41
Lead Director			41
Standing Committee Chairs			42
CRITERIA FOR TENURE ON CGI’S BOARD OF DIRECTORS			42
Independence			42
Expertise and Financial and Operational Literacy			43
Attendance at Board and Standing Committee Meetings			45
Share Ownership Guideline for Directors			45
Availability and Workload			46
Conflicts of Interest			47
Director Orientation and Continuing Education Program			47
New Director Orientation			47
Continuing Education Program			47
2023 Continuing Education Presentations			48
Self-Assessment and Peer Review			48
Retirement Age and Director Term Limits			48
NOMINATION PROCESS FOR THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS			49
Board of Directors			49
Succession Planning for Executive Officers			49
BOARD OF DIRECTORS PARTICIPATION IN STRATEGIC PLANNING			49
GUIDELINES ON TIMELY DISCLOSURE OF MATERIAL INFORMATION			50
CODES OF ETHICS			50
REPORT OF THE AUDIT AND RISK MANAGEMENT COMMITTEE			51
EXTERNAL AUDITOR			51
AUDITOR INDEPENDENCE POLICY			51
PERFORMANCE OF SERVICES			51
GOVERNANCE PROCEDURES			52
MANAGEMENT AND COMMITTEE RESPONSIBILITIES			52

 

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ANNUAL EXTERNAL AUDITOR ASSESSMENT			52
FEES OF THE EXTERNAL AUDITOR			53
RELATED PARTY TRANSACTIONS			53
OTHER BUSINESS TO BE TRANSACTED AT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS			53
ADDITIONAL INFORMATION			53
SHAREHOLDER PROPOSALS			54
APPENDIX A			55
STOCK OPTIONS AND SHARE-BASED AWARDS HELD BY NAMED EXECUTIVE OFFICERS			55
APPENDIX B			57
STOCK OPTIONS AND SHARE-BASED AWARDS HELD BY DIRECTORS			57
APPENDIX C			60
SHAREHOLDER PROPOSALS			60

 

 

 

Notice of Annual General Meeting of Shareholders

Date, Time and Place

Notice is hereby given that an Annual General Meeting of Shareholders (the “Meeting”) of CGI Inc. (“CGI” or the “Company”) will be held virtually on Wednesday, January 31, 2024, at 11:00 a.m. (Eastern Standard Time) via live webcast at https://www.icastpro.ca/syt2f8. Shareholders will not be able to attend the Meeting in person, but will have the opportunity to participate in real time and vote at the Meeting virtually in the manner set forth in CGI’s Management Proxy Circular, through a web-based platform, regardless of their geographic location.

Business to be Transacted at the Meeting

 

1.

To receive the report of the directors, together with the Annual Audited Consolidated Financial Statements of the Company and the report of the auditor for the fiscal year ended September 30, 2023;

2.

to elect directors;

3.

to appoint the auditor for the fiscal year of the Company ending September 30, 2024, and authorize the Audit and Risk Management Committee to fix its compensation;

4.

to consider and to vote on Shareholder Proposal Number One and Shareholder Proposal Number Two attached as Appendix C; and

5.

to transact such other business as may properly come before the Meeting or any adjournment thereof.

Attendance and Voting by Shareholders at the Meeting

By logging on to https://www.icastpro.ca/syt2f8 and following the instructions set forth in the Management Proxy Circular, shareholders will be able to attend the Meeting live, submit questions and vote their shares while the Meeting is being held.

Only shareholders shown on the register of shareholders of CGI at the close of business on December 4, 2023, and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholders), will be entitled to vote at the Meeting during the live webcast. CGI’s register of shareholders is kept by its transfer agent, Computershare Investor Services Inc.

Registered and non-registered shareholders entitled to vote at the Meeting may vote by proxy in advance of the Meeting. Non-registered shareholders who have not duly appointed themselves as proxyholders will be able to attend the Meeting and ask questions, but will not be able to vote. Guests will be able to attend the Meeting but will not be able to submit questions nor vote their shares (if any).

Proxy Voting

Proxies submitted by mail, phone or internet must be received by Computershare Investor Services Inc. by 11:00 a.m., Eastern Standard Time, on Tuesday, January 30, 2024.

We wish to have as many shares as possible represented and voted at the Meeting. For this reason, and regardless of whether you are able to attend the Meeting via the live webcast, shareholders are strongly encouraged to complete, date, sign and return the accompanying form of proxy or voting instruction form, as applicable, in accordance with the instructions set out on such form and in the Management Proxy Circular or, alternatively, vote by phone or vote using the internet. Instructions on how to vote by phone or by using the internet are provided on the form of proxy or voting instruction form and in the Management Proxy Circular.

CGI has opted to use the Notice and Access rules adopted by Canadian securities regulators to reduce the volume of paper in the materials distributed for the Meeting. Instead of receiving the enclosed Management Proxy Circular with the form of proxy or voting instruction form, shareholders received a Notice of Meeting with instructions on how to access the remaining Meeting materials online. CGI’s Management Proxy Circular and other relevant materials are available on the internet at www.envisionreports.com/gib2023 as well as on the Canadian Securities Administrators’ website at www.sedarplus.ca. The webcast will be temporarily archived on the Company’s website afterwards.

If you are a registered shareholder or a non-objecting beneficial owner and have any questions regarding this Notice of Meeting, the Notice and Access procedures or the Meeting, please contact Computershare Investor Services Inc. at 1-866-962-0498 (Canada and U.S.) or +1-514-982-8716 (international). If you are an objecting beneficial owner, please contact Broadridge Investor Communications Corporation toll free at 1-877-907-7643 (Canada and U.S., in English or French), or at +1-303-562-9306 (international, in French) or at +1-303-562-9305 (international, in English).

Montréal, Quebec

Dated December 4, 2023

By order of the Board of Directors,

 

Benoit Dubé

Executive Vice-President, Legal and Economic Affairs, and Corporate Secretary

 

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Letter to Shareholders

Dear fellow shareholders,

Fiscal 2023 was a year of profound evolution as many of CGI’s clients focused on navigating rapidly shifting economic and geopolitical dynamics. Our consultants and professionals—whom we now call CGI Partners as 85% are shareholders—delivered the advice, expertise and insights to help clients adapt to these conditions and achieve their business goals. These partnership behaviors and CGI’s resilience and world-class positioning contributed to your company ending the fiscal year with strong results in line with our profitable growth plan.

Looking ahead, the combination of CGI’s presence across industry sectors and our portfolio of end-to-end services and solutions continue to position us favorably as the economic environment remains uncertain. From an industry perspective, 37% of our revenue is derived from government clients that, in challenging times, tend to maintain or increase their IT spend. From a services mix perspective, 55% of CGI’s revenue is generated through long-term managed services engagements which enable clients to optimize their expenses while simultaneously driving their business transformations. When considering the combination of revenue from managed services, government consulting and systems integration, and IP-based consulting and systems integration, a total of 71% of CGI’s fourth quarter revenues were generated from longer-term recurring engagements and government—all of which continue to strengthen CGI’s resilience.

As for the remaining portion of our services revenue coming from systems integration and consulting services, many of the 1,764 clients that we spoke with this year highlighted that the economic environment was a catalyst for sharpening their focus on the highest-return technology investments. Therefore, we believe the ongoing challenging markets will intensify client focus on Return on Investment-led digitization, with demand for business and IT initiatives driving digital transformation.

We are also investing to expand our capabilities, including in Artificial Intelligence (AI). In fiscal 2023, we announced a $1 billion investment over three years to support the expansion of our AI-based offerings, the training and hiring of talent, the development of new go-to-market strategies, and the expanded use of AI for operational and delivery excellence.

We remain committed to maintaining the best equilibrium among our three stakeholders. As such, another key element of our positioning is our advancement of CGI’s strategies for Environmental, Social, and Governance (ESG), which is integral to our long-term performance and sustainable value creation. For the second consecutive year, we achieved a platinum rating from EcoVadis, placing CGI in the top 1% of companies evaluated in the categories of environment, labor and human rights, ethics, and sustainable procurement practices.

We remain confident in CGI’s resilience and positioning—strategically, operationally, and financially—as one of the few leading global firms with the scale, reach, insights, capabilities, and commitment to deliver on our strategic goals for each of our stakeholders. We want to express our sincere thanks to our CGI Partners, our clients and you, our shareholders for your partnership in helping us build a company we can all be proud of.

We would like to recognize Ms. Sophie Brochu who rejoined CGI’s Board of Directors in September 2023 and is nominated for election as a director, as well as Ms. Jacynthe Côté who is nominated for election as a director for the first time. With their broad experience and expertise, Mses. Brochu and Côté will provide key insights to the company as we continue to pursue our strategic objectives. Finally, on behalf of our CGI Partners and the Board of Directors, we would like to warmly thank Paule Doré and Joakim Westh, who are not seeking re-election as CGI directors, for their invaluable advice, counsel and leadership throughout the years, and for their outstanding contributions to our continued success.

We also thank each of you for your confidence and trust.

 

 

 

 

General Information

This Management Proxy Circular is provided in relation to the solicitation of proxies by the management of CGI Inc. (“CGI” or the “Company”) for use at the Annual General Meeting of Shareholders (the “Meeting”) of the Company which will be held virtually, via live webcast, on January 31, 2024, and at any adjournment thereof. Unless otherwise indicated, the information provided in this Management Proxy Circular that relates to financial information is provided as at September 30, 2023, all other information is provided as at December 4, 2023, and all currency amounts are shown in Canadian dollars.

We encourage you to read our 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.

Attending the Virtual Meeting

To attend the Meeting, registered and non-registered shareholders will need to login on to https://www.icastpro.ca/syt2f8 and follow the instructions set forth in this Management Proxy Circular. The Meeting platform is fully supported across browsers and devices running the most updated version of applicable software plugins. You should ensure you have a strong, preferably high-speed, internet connection wherever you intend to attend the Meeting. The Meeting will begin at 11:00 a.m. (Eastern Standard Time) on January 31, 2024. You should allow ample time to check into the Meeting online and complete the related procedure. It is recommended that you login at least fifteen minutes prior to the Meeting. Attending the Meeting virtually enables shareholders to ask questions in real time. Registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder) can vote at the appropriate times during the Meeting. If you are a non-registered shareholder located in the United States and wish to attend, submit questions or vote at the Meeting, see the heading How to Vote – Non-Registered Shareholders later in this document for additional instructions. Shareholders and duly appointed proxyholders who participate in the Meeting virtually, must be connected to the internet at all times during the Meeting in order to vote when balloting commences and it is their responsibility to ensure connectivity during the Meeting.

Non-registered beneficial shareholders who have not duly appointed themselves as proxyholders can attend the Meeting and ask questions by joining the webcast at https://www.icastpro.ca/syt2f8, but are not able to vote. Guests will be able to attend the Meeting but will not be able to submit questions nor vote their shares (if any).

Submitting Questions

At the Meeting, the Company will hold a live Q&A session to answer written questions submitted either before the Meeting through https://www.icastpro.ca/syt2f8 (using the control number and password (CGI2023) included on the form of proxy or voting instruction form, as applicable) or during the Meeting by shareholders participating via live webcast. Only shareholders and duly appointed proxyholders may submit questions at the Meeting, either before or during the Meeting.

The Chair of the Meeting reserves the right to edit questions or to reject questions he deems inappropriate in accordance with the rules of conduct of the Meeting, which are available at www.cgi.com/en/investors and on the Meeting web page at https://www.icastpro.ca/syt2f8. Any questions pertinent to the Meeting that cannot be answered during the Meeting due to time constraints will be posted online and answered at www.cgi.com/en/investors. The questions and answers will be available as soon as practicable after the Meeting and will remain available until one week after posting. The Chair of the Meeting has broad authority in all matters pertaining to the Meeting. To ensure that the Meeting is conducted in a timely manner, the Chair of the Meeting may exercise broad discretion with respect to, for example and without limitation, the questions and topics that will be addressed at the Meeting and the amount of time devoted to any question or topic.

Notice and Access

CGI uses the Notice and Access rules adopted by Canadian securities regulators to reduce the volume of paper in the materials distributed for the Annual General Meeting of Shareholders. Instead of receiving this Management Proxy Circular with the form of proxy or voting instruction form, shareholders received a Notice of Meeting with instructions on how to access the remaining materials online. CGI intends to pay for intermediaries to deliver the Notice of Meeting and voting instruction form and other materials to non-objecting beneficial owners and objecting beneficial owners.

This Management Proxy Circular and other relevant materials are available on the internet at www.envisionreports.com/gib2023 as well as on the Canadian Securities Administrators’ website at www.sedarplus.ca. If you would like to receive a paper copy of the materials distributed for the Annual General Meeting of Shareholders by mail, you must request it. Requesting a paper copy is free of charge. Registered shareholders and non-objecting beneficial owners may request a paper copy of the materials by calling Computershare Investor Services Inc. (“Computershare”) toll free at 1-866-962-0498 (Canada and U.S.) or +1-514-982-8716 (international) and entering the control number indicated on the form of proxy or voting instruction form they received with the Notice of Meeting. Objecting beneficial owners may request a paper copy of the materials by calling Broadridge Investor Communications Corporation toll free at 1-877-907-7643 (Canada and U.S., in English or French), at +1-303-562-9306 (international, in French), or at +1-303-562-9305 (international, in English) and entering the control number indicated on the voting instruction form they received with the Notice of Meeting.

 

General Information

 

 

To ensure you receive the materials in advance of the voting deadline and Meeting date, all requests must be received no later than January 17, 2024. If you do request a paper copy of the current materials, please note that another voting instruction form or proxy form will not be sent; please retain the one received with the Notice of Meeting for voting purposes.

To obtain a paper copy of the materials after the Meeting date, please contact CGI’s Investor Relations department by sending an e-mail to ir@cgi.com, by visiting the Investors section on the Company’s website at www.cgi.com or as follows:

Investor Relations

CGI Inc.

1350 René-Lévesque Boulevard West

15th Floor

Montréal, Quebec

Canada

H3G 1T4

Tel.: +1-514-841-3200

Proxies

Solicitation of Proxies

The solicitation of proxies will be made primarily by mail for registered and non-registered beneficial shareholders and by e-mail for participants in CGI’s Share Purchase Plan. Proxies may also be solicited personally by e-mail or by phone by employees of the Company at minimal cost. The Company does not expect to pay any compensation for the solicitation of proxies, but will reimburse brokers and other persons holding shares for reasonable expenses for sending proxy materials to non-registered beneficial shareholders in order to obtain voting instructions.

The persons who may be appointed to act under the form of proxy or voting instruction form solicited by the management of the Company are all directors of the Company.

In order to be voted at the Meeting, a proxy must be received by Computershare by 11:00 a.m., Eastern Standard Time, on Tuesday, January 30, 2024. Proxies may also be received by the Corporate Secretary of the Company prior to the Meeting or any adjournment thereof at 1350 René-Lévesque Boulevard West, 25th Floor, Montréal, Quebec, Canada, H3G 1T4, Attention: Corporate Secretary, at any time up to and including January 30, 2024, the last business day preceding the date of the Meeting.

The persons whose names are printed on the form of proxy or voting instruction form will vote all the shares in respect of which they are appointed to act in accordance with the instructions given on the form of proxy or voting instruction form. In the absence of a specified choice in relation to any matter to be voted on at the Meeting, or if more than one choice is indicated, the shares represented by the form of proxy or the voting instruction form will be voted:

FOR the election as directors of the fifteen persons nominated in this Management Proxy Circular;

FOR the appointment of PricewaterhouseCoopers LLP as auditor; and

AGAINST Shareholder Proposal Number One and Shareholder Proposal Number Two attached as Appendix C.

Every proxy given to any person in the form of proxy or voting instruction form that accompanies the Notice of Meeting will confer discretionary authority with respect to amendments or variations to the items of business identified in the Notice of Meeting and with respect to any other matters that may properly come before the Meeting.

Appointment and Revocation of Proxies

All shareholders have the right to appoint themselves or any person to act on their behalf at the Meeting other than the persons whose names are printed in the form of proxy or voting instruction form that accompanies the Notice of Meeting. To exercise this right, each shareholder should insert a proxyholder’s name in the space provided for that purpose in the form of proxy or voting instruction form, or provide a revised proxy in proper form appointing the proxyholder. Non-registered shareholders located in the United States must follow the instructions under the heading How to Vote – Non-Registered Shareholders later in this document.

In addition to the first step above, shareholders who wish to appoint a proxyholder (including shareholders who wish to appoint themselves as a proxyholder) must visit https://www.computershare.com/CGI2023 and provide the required proxyholder contact information so that Computershare may provide the proxyholder with a four-letter code via email. Without the four-letter code, proxyholders will not be able to vote at the Meeting. Failure to register a proxyholder online will result in the proxyholder not being able to vote at the Meeting.

The steps described above must be completed prior to 11:00 a.m., Eastern Standard Time, on Tuesday, January 30, 2024, failing which a proxyholder will not be able to vote at the Meeting on the appointing shareholder’s behalf.

A proxy may be revoked at any time by the person giving it to the extent that it has not yet been exercised. If you are a registered shareholder and you want to revoke your proxy, you may do so by providing a new proxy form to Computershare at any time before 11:00 a.m., Eastern Standard Time, on Tuesday, January 30, 2024. A proxy may also be revoked by a registered shareholder by delivering a written notice to the Corporate Secretary of the Company at 1350 René-Lévesque

 

2		2023 MANAGEMENT PROXY CIRCULAR

General Information

 

 

Boulevard West, 25th Floor, Montréal, Quebec, Canada, H3G 1T4, Attention: Corporate Secretary, which must be received at any time up to and including January 30, 2024, the business day preceding the date of the Meeting. A registered shareholder may also access the Meeting via the live webcast to vote at the Meeting, which will revoke any previously submitted proxy. If you do not wish to revoke a previously submitted proxy nor ask questions at the Meeting, you can attend the Meeting as a guest, as guests can listen to the Meeting, but are not able to vote nor to submit questions.

If you are a non-registered shareholder and you want to revoke your proxy, contact your broker or other intermediary to find out what to do. Please note that your intermediary will need to receive any new instructions sufficiently in advance of the Meeting to act on them.

How to Vote

Only persons shown on the register of shareholders at the close of business on Monday, December 4, 2023, and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholders), will be entitled to vote at the Meeting. The register of holders of Class A subordinate voting shares and Class B shares are kept by CGI’s transfer agent, Computershare.

Registered Shareholders

You are a registered shareholder if your name appears on your share certificate or your direct registration statement. Your proxy form tells you whether you are a registered shareholder. If you are a registered shareholder, you will receive a form of proxy containing the relevant details concerning the business of the Meeting, including a control number and password (CGI2023) that must be used in order to vote by proxy in advance of the Meeting or to join the live webcast the day of the Meeting to attend, ask questions and vote at the Meeting, as applicable.

Non-Registered Shareholders

Non-registered shareholders or “beneficial owners” are holders whose shares are held on their behalf through a “nominee” such as a bank, a trust company, a securities broker or other financial institution. When you receive a voting instruction form, this tells you that you are a non-registered shareholder. Most CGI shareholders hold their shares in this way. Non-registered shareholders must seek instructions from their nominees as to how to complete their voting instruction form if they wish to vote their shares themselves at the Meeting. Non-registered shareholders who received or who were given access to this Management Proxy Circular in a mailing from their nominee must adhere to the voting instructions provided to them by their nominee.

Non-registered shareholders must use the control number and password (CGI2023) on their voting instruction form to join the live webcast of the Meeting. Non-registered shareholders who wish to vote at the Meeting during the live webcast must appoint themselves by inserting their own name in the space provided on the voting instruction form and adhere to the signing and return instructions provided by their nominee. By doing so, non-registered shareholders are instructing their nominee to appoint them as proxyholder. In addition to the first step above, non-registered shareholders who wish to appoint a proxyholder (including non-registered shareholders who wish to appoint themselves as proxyholder) must visit https://www.computershare.com/CGI2023 and provide the required proxyholder contact information so that Computershare may provide the proxyholder with a four-letter code via email. Without the four-letter code, proxyholders will not be able to vote at the Meeting.

The steps described above must be completed prior to 11:00 a.m., Eastern Standard Time, on Tuesday, January 30, 2024, failing which a proxyholder will not be able to vote at the Meeting on the appointing shareholder’s behalf.

If you are a non-registered shareholder located in the United States and wish to attend, submit questions or vote at the Meeting or, if permitted, appoint a third party as your proxyholder, in addition to the steps described above and under the heading Attending the Virtual Meeting, you must obtain a valid legal proxy form from your intermediary. Follow the instructions from your intermediary included with the legal proxy form and the voting instruction form sent to you, or contact your intermediary to request a legal proxy form if you have not received one. The legal proxy form will be mailed to the person and address written on the voting instruction form. After obtaining a valid legal proxy form from your intermediary, you must then submit such legal proxy form to Computershare. Requests for registration from non-registered shareholders located in the United States that wish to attend, submit questions or vote at the Meeting or, if permitted, appoint a third party as their proxyholder must be sent by fax to 1-866-249-7775 or 1-416-263-9524, or, by courier to Computershare Investor Services Inc. at 100 University Ave, 8th Floor, North Tower, Toronto, Ontario, Canada, M5J 2Y1, and in both cases, must be labeled as “legal proxy” and received by no later than 11:00 a.m., Eastern Standard Time, on Tuesday, January 30, 2024. You must allow sufficient time to Computershare for the mailing and return of the legal proxy form by this deadline. If you have any questions, please contact the person who services your account.

Non-registered shareholders who have not duly appointed themselves as proxyholders will be able to attend the Meeting and ask questions, but will not be entitled to vote their shares at the Meeting.

Voting in Advance of the Meeting

Shareholders are strongly encouraged to vote in advance of the Meeting whether or not they are able to attend the Meeting (or any adjournment thereof) via the live webcast. Below are the different ways in which registered and non-registered shareholders can give voting instructions, details of which are found on the form of proxy or voting instruction form provided, as applicable.

 

General Information

 

 

By Internet

If a shareholder elects to vote using the internet, the shareholder must access the following website: www.investorvote.com. Shareholders must follow the instructions that appear on the screen and refer to the form of proxy or voting instruction form, as applicable, for their control number.

By Phone

If a shareholder wishes to vote by phone, the shareholder must call the following toll-free number 1-866-732-VOTE (8683) (within North America) or +1-312-588-4290 (outside of North America). Shareholders must follow the instructions of the voice response system and refer to the form of proxy or voting instruction form, as applicable, for their control number.

By Mail

If a shareholder wishes to vote by mail, the shareholder must complete, date and sign the form of proxy or voting instruction form, as applicable, in accordance with the instructions set out on such form, and return it in the prepaid envelope provided to Computershare, Proxy Department, PO Box 300 RPO West Beaver Creek, Richmond Hill, Ontario, Canada, L4B 9Z9.

Duly completed forms of proxy or voting instruction forms or internet or telephone voting instructions, as applicable, must be received by Computershare by 11:00 a.m., Eastern Standard Time, on Tuesday, January 30, 2024. Proxies may also be received by the Corporate Secretary of the Company prior to the Meeting or any adjournment thereof at 1350 René-Lévesque Boulevard West, 25th Floor, Montréal, Quebec, Canada, H3G 1T4, Attention: Corporate Secretary, at any time up to and including Tuesday, January 30, 2024, the last business day preceding the date of the Meeting.

Voting at the Meeting

Registered shareholders who wish to vote at the Meeting do not need to complete or return their proxy form. Non-registered shareholders who wish to vote at the Meeting must appoint themselves as proxyholder. The day of the Meeting, registered shareholders and non-registered shareholders who have duly appointed themselves as proxyholders, will be able to vote via the live webcast by completing a ballot online during the Meeting by visiting https://www.icastpro.ca/syt2f8 and logging in using the control number and password (CGI2023) included on their proxy form, in the case of registered shareholders, or entering the four-letter code provided by Computershare via email and password (CGI2023), in the case of the proxyholder of non-registered shareholders, as applicable, as further described under the heading Attending the Virtual Meeting.

Non-registered shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting, but will not be able to vote their shares at the Meeting.

Even if you currently plan to attend and vote at the Meeting, you should consider voting your shares in advance so that your vote will be counted if you later decide not to attend the Meeting. You should note however that if you access and vote on any matter during the Meeting, you will revoke any previously submitted proxy. If you do not wish to revoke a previously submitted proxy nor ask questions at the Meeting, you can attend the Meeting as a guest, as guests can listen to the Meeting, but are not able to vote nor to submit questions.

If you wish to appoint someone as proxy to vote your shares for you at the Meeting during the live webcast, please follow the instructions found on either your proxy form or voting instruction form, as applicable. You will need to register your proxyholder (including registering yourself if you wish to appoint yourself as proxyholder) online at https://www.computershare.com/CGI2023 so that Computershare will provide a four-letter code to your proxyholder, which will allow your proxyholder to join the Meeting and vote your shares on your behalf, as further described under the heading Appointment and Revocation of Proxies.

Changing your Vote

If you are a registered shareholder and you change your mind about how you voted before the Meeting, you may provide new voting instructions at www.investorvote.com, or a new form of proxy to Computershare at any time before 11:00 a.m., Eastern Standard Time, on Tuesday, January 30, 2024. A proxy may also be revoked by delivering a written notice to the registered office of the Company at 1350 René-Lévesque Boulevard West, 25th Floor, Montréal, Quebec, Canada, H3G 1T4, Attention: Corporate Secretary, which must be received prior to or on January 30, 2024, the last business day preceding the date of the Meeting, or any adjournment thereof. A registered shareholder may also access the Meeting via the live webcast to vote at the Meeting, which will revoke any previously submitted proxy. If you do not wish to revoke a previously submitted proxy, you should attend the Meeting as a guest. Guests can listen to the Meeting, but are not able to vote nor to submit questions.

If you are a non-registered shareholder and you change your mind about how you voted before the Meeting, contact your broker or other intermediary to find out what to do. Please note that your intermediary will need to receive any new instructions sufficiently in advance of the Meeting to act on them.

Voting Shares and Principal Holders of Voting Shares

The Company’s authorized share capital consists of an unlimited number of First Preferred Shares, issuable in series, an unlimited number of Second Preferred Shares, issuable in series, an unlimited number of Class A subordinate voting shares

 

4		2023 MANAGEMENT PROXY CIRCULAR

General Information

 

 

and an unlimited number of Class B shares (multiple voting), all without par value, of which, as at December 4, 2023, 206,144,671 Class A subordinate voting shares and 26,445,706 Class B shares were issued and outstanding.

The following summary of the material features of the Company’s authorized share capital is given subject to the detailed provisions of its articles.

Class A Subordinate Voting Shares and Class B Shares

Voting Rights

The holders of Class A subordinate voting shares are entitled to one vote per share and the holders of Class B shares are entitled to ten votes per share. As at December 4, 2023, 43.80% and 56.20% of the aggregate voting rights were attached to the outstanding Class A subordinate voting shares and Class B shares, respectively.

Subdivision or Consolidation

The Class A subordinate voting shares or Class B shares may not be subdivided or consolidated unless simultaneously the Class B shares and the Class A subordinate voting shares are subdivided or consolidated in the same manner and in such an event, the rights, privileges, restrictions and conditions then attaching to the Class A subordinate voting shares and Class B shares shall also attach to the Class A subordinate voting shares and Class B shares as subdivided or consolidated.

Rights upon Liquidation

Upon liquidation or dissolution of the Company or any other distribution of its assets among its shareholders for the purposes of winding up its affairs, all the assets of the Company available for payment or distribution to the holders of Class A subordinate voting shares and holders of Class B shares will be paid or distributed equally, share for share.

Conversion Rights of Class A Subordinate Voting Shares in Specific Circumstances

Subject to what is hereinafter set out, if a take-over bid or exchange bid or an issuer bid, other than an exempt bid (as defined in the articles of the Company), for the Class B shares is made to the holders of Class B shares without being made simultaneously and on the same terms and conditions to the holders of Class A subordinate voting shares, each Class A subordinate voting share shall become convertible into one Class B share, from the date the offer is made, at the holder’s option, in order to entitle the holder to accept the offer. However, this right of conversion shall be deemed not to come into effect if the offer is not completed by its offeror or if the offer is rejected by one or several of the officers and full-time employees of the Company or its subsidiaries, and any corporate entity under their control, who are, as a group, owners, directly or indirectly, in any manner whatsoever, of more than 50% of the outstanding Class B shares.

The articles of the Company contain a complete description of the types of bids giving rise to the rights of conversion, provide certain procedures to be followed to perform the conversion and stipulate that upon such a bid, the Company or the transfer agent will communicate in writing to the holders of Class  A subordinate voting shares full details as to the bid and the manner of exercising the right of conversion.

Conversion of Class B Shares

Each Class B share may, from time to time, at the holder’s option, be converted into one Class A subordinate voting share.

Issuance of Class B Shares

The Company’s articles provide for pre-emptive rights in favour of holders of Class B shares. Therefore, the Company may not issue Class A subordinate voting shares or securities convertible into Class A subordinate voting shares without offering, in the manner determined by the Board of Directors, to each holder of Class B shares, pro rata to the number of Class B shares it holds, the right to subscribe concurrently with the issuance of Class A subordinate voting shares or of securities convertible into Class A subordinate voting shares, as the case may be, an aggregate number of Class B shares or securities convertible into Class B shares, as the case may be, sufficient to fully maintain its proportion of voting rights associated with the Class B shares. The consideration to be paid for the issuance of each Class B share or security convertible into Class B shares, as the case may be, shall be equal to the issue price of each Class A subordinate voting share or security convertible into Class A subordinate voting shares then issued.

The pre-emptive rights do not apply in the case of the issuance of Class A subordinate voting shares or securities convertible into Class A subordinate voting shares:

 

•

in payment of stock dividends;

 

•

pursuant to the stock option plans or share purchase plans of the Company;

 

•

further to the conversion of Class B shares into Class A subordinate voting shares pursuant to the articles of the Company; or

 

•

further to the exercise of the conversion, exchange or acquisition rights attached to securities convertible into Class A subordinate voting shares.

Any holder of Class B shares may assign its pre-emptive rights to other holders of Class B shares.

 

General Information

 

 

Dividends

The Class A subordinate voting shares and Class B shares participate equally, share for share, in any dividend which may be declared, paid or set aside for payment thereon. In fiscal 2023, considering, among other matters, the needs for reinvestment in the Company’s operations, the scope of investment projects, the repayment of the Company’s debt, and the repurchase of outstanding Class A subordinate voting shares under the Company’s Normal Course Issuer Bid (“NCIB”), the Board of Directors determined that the Company, in keeping with its long-standing practice, would not pay a dividend. The Board of Directors re-evaluates the Company’s dividend policy not less than annually.

Amendments

The rights, privileges, conditions and restrictions attaching to the Class A subordinate voting shares or Class B shares may respectively be amended if the amendment is authorized by at least two-thirds of the votes cast at a meeting of holders of Class A subordinate voting shares and Class B shares duly convened for that purpose. However, if the holders of Class A subordinate voting shares as a class or the holders of Class B shares as a class were to be affected in a manner different from that of the other classes of shares, such amendment would, in addition, have to be authorized by at least two-thirds of the votes cast at a meeting of holders of shares of the class of shares so affected in a different manner.

Rank

Except as otherwise provided hereinabove, each Class A subordinate voting share and each Class B share carry the same rights, rank equally in all respects and are to be treated by the Company as if they constituted shares of a single class.

First Preferred Shares

The First Preferred Shares may be issued from time to time in one or more series and the Board of Directors of the Company has the right to determine, by resolution, the designation, rights, privileges, restrictions and conditions attaching to each series. The First Preferred Shares of each series rank equal to the First Preferred Shares of all other series and rank prior to the Second Preferred Shares, the Class A subordinate voting shares and Class B shares with respect to payment of dividends and repayment of capital. The holders of First Preferred Shares are entitled to receive notice of and attend any shareholders’ meetings and are entitled to one vote per share. As at December 4, 2023, no First Preferred Shares were outstanding.

Second Preferred Shares

The Second Preferred Shares may be issued from time to time in one or more series and the Board of Directors has the right to determine, by resolution, the designation, rights, privileges, restrictions and conditions attaching to each series. The Second Preferred Shares of each series rank equal to all other Second Preferred Shares of all other series and rank after the First Preferred Shares, but prior to the Class A subordinate voting shares and Class B shares with respect to payment of dividends and repayment of capital. The Second Preferred Shares are non-voting. As at December 4, 2023, no Second Preferred Shares were outstanding.

Normal Course Issuer Bid

On January 31, 2023, the Board of Directors authorized and subsequently received regulatory approval from the Toronto Stock Exchange (“TSX”) for the renewal of its NCIB and the purchase for cancellation of up to 10% of the public float of the Company’s Class A subordinate voting shares as at January 24, 2023. The current NCIB enables the Company to purchase for cancellation on the open market through the facilities of the TSX and the New York Stock Exchange (“NYSE”) and through alternative trading systems, as well as outside the facilities of the TSX by private agreements pursuant to exemption orders issued by securities regulators, up to 18,769,394 Class A subordinate voting shares. As at January 24, 2023, there were 211,962,333 Class A subordinate voting shares of the Company outstanding of which approximately 89% were widely held. The Company was authorized to purchase Class A subordinate voting shares under the current NCIB commencing on February 6, 2023, and may continue to do so until February 5, 2024, or until such earlier date when the Company will either have acquired the maximum number of Class A subordinate voting shares allowable under the NCIB or elected to terminate the bid.

As at December 4, 2023, the Company had purchased for cancellation 7,077,246 Class A subordinate voting shares under its current NCIB for an approximate aggregate cash consideration of $903.9 million at a weighted average price of $127.71 per share. The repurchased shares include 3,344,996 Class A subordinate voting shares purchased for cancellation on February 27, 2023, from Caisse de dépôt et placement du Québec for cash consideration of $400 million, by way of private agreement. A favourable decision was obtained from the Quebec securities regulator to exempt the Company from issuer bid requirements and it is considered within the annual aggregate limit that the Company is entitled to purchase under its current NCIB. A copy of the Company’s Notice of Intention relating to the Company’s NCIB may be obtained free of charge from its Investor Relations department. See the heading Additional Information at the end of this document.

 

6		2023 MANAGEMENT PROXY CIRCULAR

General Information

 

 

Principal Holders of Class A Subordinate Voting Shares and Class B Shares

As at December 4, 2023, to the knowledge of the directors and executive officers of the Company, the only person who beneficially owned, directly or indirectly, or exercised control or direction over 10% or more of CGI’s outstanding Class A subordinate voting shares or Class B shares was Mr. Serge Godin. His holdings are set out in the table that follows.

As at December 4, 2023, the Company and its related subsidiaries are controlled by Mr. Serge Godin, the Founder and Executive Chairman of the Board.

 

Name			Shares – Class “A”												Shares – Class “B”												Total Equity
		Number				%								Number				%								Total % of Equity				Total Number of Votes				Total % of Votes
Serge Godin			408,418				0.20%																				0.18%				408,418				0.09%
															25,545,706				96.60%								10.98%				255,457,060				54.28%
Total			408,418				0.20%								25,545,706				96.60%								11.16%				255,865,478				54.37%

As at December 4, 2023, Mr. André Imbeau, the Founder and Advisor to the Executive Chairman of the Board, beneficially owned, directly or indirectly, or exercised control or direction over, 900,000 Class B shares.

As at December 4, 2023, the directors and executive officers of the Company, as a group, beneficially owned, directly or indirectly, or exercised control or direction over, 1,820,376 Class A subordinate voting shares and 26,445,706 Class B shares representing respectively approximately 0.88% of the issued and outstanding Class A subordinate voting shares and 100% of the issued and outstanding Class B shares.

 

 

 

Business to be Transacted at the Meeting

The following items of business will be presented to the shareholders at the Meeting:

 

1.	Presentation of the Annual Audited Consolidated Financial Statements

The Annual Audited Consolidated Financial Statements of the Company for the fiscal years ended September 30, 2023 and 2022, and the report of the auditor will be tabled at the Meeting. The Annual Audited Consolidated Financial Statements were mailed with the Notice of Meeting to shareholders who requested them. Copies of the Annual Audited Consolidated Financial Statements of the Company for the fiscal years ended September 30, 2023 and 2022, may be obtained from the Company upon request and are available on the internet at www.envisionreports.com/gib2023 as well as on the Canadian Securities Administrators’ website at www.sedarplus.ca.

 

2.	Election of Directors

Fifteen directors are to be elected to hold office until the close of the next Annual General Meeting of Shareholders, unless the office is earlier vacated. Each of the fifteen persons presented in this Management Proxy Circular is nominated for election as a director of the Company and each nominee has agreed to serve as a director if elected.

The persons named as proxies in the proxy form or voting instruction form, as applicable, intend to cast the votes represented by proxy at the Meeting FOR the election as directors of the fifteen persons nominated in this Management Proxy Circular unless shareholders direct otherwise.

 

3.	Appointment of Auditor

The Board of Directors recommends that PricewaterhouseCoopers LLP be appointed as the auditor of the Company to hold office until the next Annual General Meeting of Shareholders or until its successor is appointed. PricewaterhouseCoopers LLP was first appointed as the Company’s auditor at the Annual General and Special Meeting of Shareholders held on January 30, 2019.

The persons named as proxies in the proxy form or voting instruction form, as applicable, intend to cast the votes represented by proxy at the Meeting FOR the appointment of PricewaterhouseCoopers LLP as auditor and to vote to authorize the Audit and Risk Management Committee to fix the compensation of the auditor unless shareholders direct otherwise.

 

4.	Shareholder Proposals

Four shareholder proposals were submitted by the Mouvement d’éducation et de défense des actionnaires (“MÉDAC”). MÉDAC is a not-for-profit company whose registered office is located at 82 Sherbrooke Street West, Montréal, Quebec, Canada, H2X 1X3, holding 32 Class A subordinate voting shares that were acquired on February 19, 2014.

The four proposals are enclosed as Appendix C hereto, along with the responses of CGI’s Board of Directors. However, with respect to Shareholder Proposal Number Three and Shareholder Proposal Number Four, the Company has agreed to make the requested disclosures, which can be found under the headings Nominees for Election as Directors and Executive Compensation Process for the 2023 Fiscal Year later in this document. Consequently, MÉDAC has agreed that only Shareholder Proposals Number One and Shareholder Proposal Number Two will be presented for a vote at the Meeting.

The persons named as proxies in the proxy form or voting instruction form, as applicable, intend to cast the votes represented by proxy at the Meeting AGAINST the adoption of Shareholder Proposal Number One and against Shareholder Proposal Number Two, each attached as Appendix C, unless shareholders direct otherwise.

 

8		2023 MANAGEMENT PROXY CIRCULAR

 

 

Nominees for Election as Directors

The persons whose names are printed in the form of proxy intend to vote for the election as directors of the proposed nominees whose names are set forth in the following pages. Each director elected will hold office until the next Annual General Meeting of Shareholders or until such director’s resignation, unless the office is earlier vacated.

The information below lists the name of each candidate proposed by the Board of Directors, on the recommendation of the Corporate Governance Committee, for election as a director; whether the candidate has been determined by the Board of Directors to be independent of, or related to, the Company; whether the candidate complies with the Company’s share ownership guideline; the candidate’s age; the language(s) in which the candidate is proficient; the principal occupation of the candidate; the city, province or state, and country of residence of the candidate; the year when the candidate first became a director, if currently a director; the voting results for the candidate in the previous year’s election, if applicable; the standing committee memberships of the candidate; the skills the candidate brings to the Board of Directors based on the Board of Directors’ skills matrix; the number of shares of the Company beneficially owned, directly or indirectly, or over which control or direction is exercised; the number of Deferred Stock Units (“DSUs”) of the Company held (see the heading Deferred Stock Units Plan and Deferred Stock Units Granted to Directors later in this document); the number of stock options of the Company held (see the heading Share Option Plan later in this document); the number of Performance Share Units (“PSUs”) of the Company held (see the heading Performance Share Unit Plans later in this document); as well as current and previous directorships.

Information relating to shares, DSUs, stock options and PSUs, if any, beneficially owned, or over which control or direction is exercised, is provided as at December 4, 2023.

 

 

 

Sophie Brochu       Bromont, Quebec, Canada   Director since: 2023 Age: 60 Language(s): English and French   Independent director, complies with the share ownership guideline		Ms. Brochu is a corporate director. She served as President and Chief Executive Officer of Hydro-Québec from 2020 to April 2023. She was the first woman in the government-owned corporation’s history to hold that office on a permanent basis. Ms. Brochu has over 30 years of experience in the energy sector. She began her career in 1987 as a financial analyst with Société québécoise d’initiatives pétrolières (SOQUIP), a Québec government corporation responsible for developing the natural gas network in the province. She joined Énergir (formerly known as Gaz Métro) in 1997 and, in 2007, was appointed its President and Chief Executive Officer, a position she held until 2019. Ms. Brochu serves as a director on the boards of CAE Inc. and the Bank of Montreal. Very active in the community, she has been involved with Centraide of Greater Montreal for many years and co-founded ruelle de l’avenir, a non-profit organization that encourages students in the Centre-Sud and Hochelaga neighborhoods of Montréal to stay in school. Ms. Brochu was awarded honorary doctorates by Université de Montréal (HEC Montréal), Bishop’s University and Université Laval. She is a member of the Order of Canada and an officer of the Ordre national du Québec.   Member of the Corporate Governance Committee and Human Resources Committee   Deferred Stock Units: 208 (+)
		New candidate for election as director

 

Operational Literacy

Governance Risk and Compliance

Executive

Consulting Services and

Financial Literacy

Governance and Human

Leadership

IT Industry

Geography

Vertical market

Finance

Accounting

Risk

Resources

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North America

Communications and utilities

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Nominees for Election as Directors

 

 

George A. Cope       Toronto, Ontario, Canada   Director since: 2020 Age: 62 Language(s): English   Independent director, complies with the share ownership guideline		Mr. Cope is a corporate director. Prior to his retirement in January 2020, he was President and Chief Executive Officer of BCE Inc. and Bell Canada, a position he had held since 2008. Mr. Cope was recognized as Corporate Citizen of the Year in the Report on Business CEO of the Year Awards (2019), one of the Top 100 Best-Performing CEOs in the World by Harvard Business Review (2019) and as Canada’s Outstanding CEO of the Year for 2015 by the Financial Post. Under his leadership, Bell announced the Bell Let’s Talk initiative in 2010, the largest-ever corporate commitment to Canadian mental health and now one of the country’s most prominent community investment campaigns. Mr. Cope was named Ivey Business Leader of the Year in 2013 and is a past member of the school’s advisory board. He has been awarded honorary Doctorate degrees by his alma mater, the University of Windsor, as well as Trent University and Queen’s University. Mr. Cope was Chair of United Way Toronto’s 2013 campaign, and received the Queen’s Diamond Jubilee Medal for his work on Bell Let’s Talk. He is Chair of the board of the Bank of Montreal, and serves as a director of its U.S. subsidiary, BMO Financial Corp. Mr. Cope was appointed a Member of the Order of Canada in 2014 and was inducted into the Canadian Business Hall of Fame in 2018. Mr. Cope is a graduate of the Ivey School of Business at Western University.   Lead Director, Member of the Corporate Governance Committee and Human Resources Committee   Class A subordinate voting shares: 21,540 (*) Deferred Stock Units: 8,090 (+)
		2023 votes in favour: 99.10%

 

Operational Literacy

Governance Risk and Compliance

Executive

Consulting Services and

Financial Literacy

Governance and Human Resources

Leadership

IT Industry

Geography

Vertical market

Finance

Accounting

Risk

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Global

Multiple vertical markets

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Jacynthe Côté       Candiac, Quebec, Canada   Age: 64 Language(s): English and French   Independent director		Ms. Côté is a corporate director. She is the Chair of the Board of Directors of Royal Bank of Canada. She was also the Chair of the Board of Directors of Hydro-Québec from 2018 to May 2023. She was President and Chief Executive Officer of Rio Tinto Alcan (mining and metallurgical company) from 2009 to 2014. Previously, Ms. Côté was President and Chief Executive Officer of Rio Tinto Alcan’s Primary Metal business unit. She joined Alcan Inc. in 1988 and held various senior management positions there during her 26-year career.   Ms. Côté is a member of the boards of directors of Transcontinental Inc., chair of the board of directors of Alloprof, and a member of the board of directors of the CHU Sainte-Justine Foundation.   Ms. Côté holds a bachelor’s degree in chemistry from Laval University and was awarded honorary doctorates by Université du Québec à Chicoutimi and Université de Montréal (HEC Montréal).
		New candidate for election as director

 

Operational Literacy

Governance Risk and Compliance

Executive

Consulting Services and

Financial Literacy

Governance and Human

Leadership

IT Industry

Geography

Vertical market

Finance

Accounting

Risk

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Multiple vertical markets

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10		2023 MANAGEMENT PROXY CIRCULAR

Nominees for Election as Directors

 

 

Julie Godin         Westmount, Quebec, Canada   Director since: 2013 Age: 48 Language(s): English and French   Director related to CGI, complies with the share ownership guideline		Ms. Godin, as Co-Chair of the CGI Board of Directors, collaborates with the Board to set the strategic direction of the Company, including overseeing the development and execution of its rolling three-year strategic plan, which is updated annually. As part of this, she and the Board focus on achieving results for and maintaining equilibrium among CGI’s three stakeholders – clients, CGI Partners and shareholders – to ensure each stakeholders’ long-term success. As Executive Vice-President of Strategic Planning and Corporate Development, Ms. Godin oversees the ongoing development of the CGI Management Foundation, which includes the key elements and best practices that define and guide the Company’s actions for the benefit of all three stakeholders. She also leads the strategic planning, marketing & communications, global business & strategic IT consulting, and mergers & acquisitions functions. In this role, she directs the Company’s continuous improvement through structured stakeholder insights and metrics, and drives forward the successful execution of the Build and Buy Strategy, equipping leaders to bring forward CGI’s end-to-end services and merging with IT and business consulting firms that strengthen our footprint and capabilities. Before joining CGI, Ms. Godin founded Oxygen Corporate Health, a company that manages comprehensive health and well-being programs in the workplace, which merged with CGI. From 2017 to 2021, Ms. Godin was a member of the Board of Directors of Canadian National Railway Company, a transportation leader and the only transcontinental railroad in North America.   Co-Chair of the Board, Executive Vice-President, Strategic Planning and Corporate Development   Class A subordinate voting shares: 11,366 (*) Stock options: 171,886 (‡) Performance Share Units: 63,706 (§)
		2023 votes in favour: 98.96%

 

Operational Literacy

Governance Risk and Compliance

Executive Leadership

Consulting Services and IT Industry

Financial Literacy

Governance and Human

Geography

Vertical market

Finance

Accounting

Risk

Resources

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Global

Multiple vertical markets

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Nominees for Election as Directors

 

 

Serge Godin   Westmount, Quebec, Canada       Director since: 1976 Age: 74 Language(s): English and French   Director related to CGI, complies with the share ownership guideline		Mr. Godin founded CGI in 1976 and he is the controlling shareholder of the Company. Today, CGI is one of the largest IT and business consulting services firms in the world. Mr. Godin led CGI as its President and Chief Executive Officer from its founding until 2006, when he became Founder and Executive Chairman of the Board. Under his leadership, CGI has expanded through both organic growth and more than 105 acquisitions, growing from 2 consultants in 1976 to 91,500 today.   Mr. Godin is an Officer of the Order of Canada and National Order of Québec. In 2008, he was inducted into the Canadian Business Hall of Fame. In 2011, he was named an Honorary Associate by the Conference Board of Canada. In 2015, he became a lifelong member of the Horatio Alger Association. Mr. Godin has been awarded six honorary doctorate degrees, including from Montreal’s Concordia University (Law), Université Laval (Administrative Sciences) of Québec, HEC (Université de Montréal, affiliated Business School), York University (Law) in Toronto, ÉTS (École de technologie supérieure) of Montréal, and Desautels Faculty of Management, McGill University (Law). Mr. Godin has long been involved in charitable causes. In 2000, together with other members of his family, he established the Godin Family Foundation with a mission to alleviate poverty, promote education and improve the health of children and teens in need. Since its inception, the Foundation has helped more than 400 schools, hospitals and youth organizations.   Founder and Executive Chairman of the Board   Class A subordinate voting shares: 408,418 (*) Class B shares: 25,545,706 (*) Performance Share Units: 344,308 (§)
		2023 votes in favour: 96.30%

 

Operational Literacy

Governance Risk and Compliance

Executive Leadership

Consulting Services and IT Industry

Financial Literacy

Governance and Human

Geography

Vertical market

Finance

Accounting

Risk

Resources

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Global

Multiple vertical markets

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André Imbeau   Beloeil, Quebec, Canada		Mr. Imbeau is the Founder and Advisor to the Executive Chairman of the Board of CGI. He co-founded CGI with Mr. Serge Godin in 1976 and was, until 2006, Executive Vice- President and Chief Financial Officer and, until 2016, Founder, Vice-Chairman of the Board and Corporate Secretary of the Company. Mr. Imbeau’s financial and operational expertise and deep understanding of CGI’s operations enables him to provide valuable insight to management and the Board of Directors. Mr. Imbeau was awarded an honorary Doctorate degree from Université du Québec à Chicoutimi. 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).   Founder and Advisor to the Executive Chairman of the Board   Class A subordinate voting shares: 31,147 (*) Class B shares: 900,000 (*) Stock options: 78,357 (‡)
Director since: 1976 Age: 74 Language(s): English and French   Director related to CGI, complies with the share ownership guideline		2023 votes in favour: 99.11%

 

Operational Literacy

Governance Risk and Compliance

Executive

Consulting Services and

Financial Literacy

Governance and Human

Leadership

IT Industry

Geography

Vertical market

Finance

Accounting

Risk

Resources

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✓

Global

Multiple vertical markets

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12		2023 MANAGEMENT PROXY CIRCULAR

Nominees for Election as Directors

 

 

Gilles Labbé       Outremont, Quebec, Canada   Director since: 2010 Age: 67 Language(s): English and French   Independent director, complies with the share ownership guideline		Mr. Labbé is the Executive Chairman of the Board of Héroux-Devtek Inc., an international company specializing in the design, development, manufacture, repair, and overhaul of landing gear systems and components for the aerospace market. Prior to June 2019, Mr. Labbé had been President and Chief Executive Officer of Héroux-Devtek Inc. since the acquisition of Devtek Corporation by Héroux Inc. in 2000 and previously, he was the President and Chief Executive Officer of Héroux Inc. since 1989. Mr. Labbé holds a Bachelor of Business Administration degree from Université de Montréal and is a Fellow Chartered Professional Accountant (FCPA, FCA).   Chair of the Audit and Risk Management Committee   Class A subordinate voting shares: 7,246 (*) Deferred Stock Units: 36,458 (+) Stock options:11,693 (‡)
		2023 votes in favour: 98.63%

 

Operational Literacy

Governance Risk and Compliance

Executive

Consulting Services and

Financial Literacy

Governance and Human

Leadership

IT Industry

Geography

Vertical market

Finance

Accounting

Risk

Resources

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Multiple vertical markets

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✓

✓

 

Michael B. Pedersen       Toronto, Ontario, Canada   Director since: 2017 Age: 63 Language(s): English and Danish   Independent director, complies with the share ownership guideline		Mr. Pedersen is a corporate director. Prior to his retirement in June 2018, he was Special Advisor to the Chief Executive Officer of The Toronto-Dominion Bank since June 2017 and Group Head, U.S. Banking of The Toronto-Dominion Bank as well as President and Chief Executive Officer and a director of TD Bank US Holding Company, TD Bank, N.A. and TD Bank USA, N.A. from 2013 to 2017, where he was responsible for leading the bank’s retail and commercial banking operations in the United States. Prior to joining TD Bank Group in 2007, Mr. Pedersen worked at Barclays plc in the United Kingdom where he was responsible for three global businesses and prior to that he worked at CIBC where he held senior executive roles in retail and business banking. Mr. Pedersen served as Chairman of the Canadian Bankers Association and currently serves as a director of AtkinsRéalis, as Chairman of the board of directors of the Business Development Bank of Canada and as past Chair of the National Board of Directors of the Nature Conservancy of Canada. Mr. Pedersen holds a Bachelor of Commerce degree from University of British Columbia and a Master’s degree in Industrial Relations from University of Toronto.   Chair of the Corporate Governance Committee and Member of the Human Resources Committee   Class A subordinate voting shares: 24,350 (*) Deferred Stock Units: 14,543 (+)
		2023 votes in favour: 98.42%

 

Operational Literacy

Governance Risk and Compliance

Executive

Consulting Services and

Financial Literacy

Governance and Human

Leadership

IT Industry

Geography

Vertical market

Finance

Accounting

Risk

Resources

✓

Global

Financial services

✓

✓

✓

✓

 

Nominees for Election as Directors

 

 

Stephen S. Poloz     Orleans, Ontario, Canada   Director since: 2020 Age: 68 Language(s): English and French   Independent director, complies with the share ownership guideline		Mr. Poloz is a corporate director. A widely-recognized economist with nearly 40 years of experience in financial markets, forecasting and economic policy, Stephen S. Poloz served a seven-year term as the Governor of the Bank of Canada, starting in 2013. As Governor, he served as Chairman of the Bank’s board of directors. He was a director of the Bank for International Settlements (BIS) and the Canada Deposit Insurance Corporation. He was also Chair of the BIS Audit Committee and former Chair of the Consultative Council for the Americas. Previously, Mr. Poloz was President and CEO of Export Development Canada, a major public sector financial intermediary providing various forms of insurance and lending to facilitate international business on behalf of Canadian companies. Mr. Poloz currently serves as a director of Enbridge Inc.   Member of the Audit and Risk Management Committee   Deferred Stock Units: 4,096 (+)
		2023 votes in favour: 99.70%

 

Operational Literacy

Governance Risk and Compliance

Executive

Consulting Services and

Financial Literacy

Governance and Human

Leadership

IT Industry

Geography

Vertical market

Finance

Accounting

Risk

Resources

✓

Global

Multiple vertical markets

✓

✓

✓

✓

 

Mary G. Powell     Stinson Beach, California, United States   Director since: 2020 Age: 63 Language(s): English   Independent director, complies with the share ownership guideline		Ms. Powell is a corporate director. She currently serves as Chief Executive Officer of Sunrun Inc., the largest residential-solar company in the U.S. Recognized as an energy transformation visionary, Mary G. Powell has served as President and Chief Executive Officer for Green Mountain Power Corporation (GMP) in the state of Vermont from 2008 through 2019. She led GMP’s ambitious energy transformation program to provide low carbon, low cost and reliable power to Vermont citizens. Ms. Powell has received various accolades, including the prestigious Rachel Carson Award in 2018, which honors distinguished female leaders influencing the environment. Ms. Powell served as Chair of The Solar Foundation and director of the Rocky Mountain Institute. She has extensive experience as a board member, and board chair, and currently serves on the board of Sunrun, Inc.   Member of the Corporate Governance Committee and Human Resources Committee   Deferred Stock Units: 3,261 (+)
		2023 votes in favour: 99.10%

 

Operational Literacy

Governance Risk and Compliance

Executive

Consulting Services and

Financial Literacy

Governance and Human

Leadership

IT Industry

Geography

Vertical market

Finance

Accounting

Risk

Resources

✓

North America

Multiple vertical markets

✓

✓

✓

✓

 

14		2023 MANAGEMENT PROXY CIRCULAR

Nominees for Election as Directors

 

 

Alison C. Reed     London, United Kingdom   Director since: 2018 Age: 66 Language(s): English   Independent director, complies with the share ownership guideline		Ms. Reed is a corporate director. She previously held senior management roles at Marks and Spencer plc where she spent more than 20 years, including as Chief Financial Officer from 2001 to 2005, and at Standard Life Assurance Company and Standard Life plc, where she served as Chief Financial Officer from 2005 to 2006 and led the company’s listing on the London Stock Exchange. Ms. Reed has served on the board of directors of several companies, including Darty plc and HSBC Bank plc. She currently serves as Deputy Chairman of British Airways plc, as a director of NewDay Ltd and as a Member of Council of Exeter University. Ms. Reed holds a Bachelor of Arts degree from Exeter University and is a Chartered Accountant (ACA).   Member of the Audit and Risk Management Committee   Class A subordinate voting shares: 3,000 (*)
		2023 votes in favour: 99.66%

 

Operational Literacy

Governance Risk and Compliance

Executive

Consulting Services and

Financial Literacy

Governance and Human

Leadership

IT Industry

Geography

Vertical market

Finance

Accounting

Risk

Resources

✓

Global

Multiple vertical markets

✓

✓

✓

✓

 

Michael E. Roach     Montréal, Quebec, Canada   Director since: 2006 Age: 71 Language(s): English   Independent director, complies with the share ownership guideline		Mr. Roach is a corporate director. Retired President and Chief Executive Officer of CGI (2006-2016) and President and Chief Operating Officer (2002-2006), he joined CGI in a senior management position in 1998, from a major telecommunications company. Mr. Roach was named CEO of the Year 2013 by the Québec-based business journal Les Affaires and Most Innovative CEO of the Year 2014 by Canadian Business magazine. He currently serves on the board of directors of CAE Inc. and is a past member of the National Advisory Board for Canada’s Outstanding CEO of the Year. He is the former Chair of Interac Inc. Mr. Roach holds a Bachelor of Arts in Economics and Political Science, as well as an Honorary Doctorate in Business Administration from Laurentian University in Sudbury, Ontario.   Member of the Board of Directors   Class A subordinate voting shares: 951,335 (*) Deferred Stock Units: 8,018 (+)
		2023 votes in favour: 99.24%

 

Operational Literacy

Governance Risk and Compliance

Executive

Consulting Services and

Financial Literacy

Governance and Human

Leadership

IT Industry

Geography

Vertical market

Finance

Accounting

Risk

Resources

✓

✓

Global

Multiple vertical markets

✓

✓

✓

✓

 

Nominees for Election as Directors

 

 

George D. Schindler       Fairfax, Virginia, United States   Director since: 2016 Age: 60 Language(s): English   Director related to CGI, complies with the share ownership guideline		Mr. Schindler is the President and Chief Executive Officer of CGI. He joined the Company through its acquisition of American Management Systems, Inc. in 2004 and has since then held numerous leadership roles, including leading the strategy and growth of CGI’s end-to-end services and solutions for commercial and government clients in the United States and Canada. Prior to his appointment as President and Chief Executive Officer in 2016, Mr. Schindler served as President and Chief Operating Officer of CGI since 2015 and as President, United States and Canada Operations since 2011. A recognized industry leader, Mr. Schindler has twice been named a Top 100 Leader by Federal Computer Week. He holds a Bachelor of Science degree in Computer Science from Purdue University.   President and Chief Executive Officer   Class A subordinate voting shares: 85,090 (*) Stock options: 770,441 (‡) Performance Share Units: 301,724 (§)
		2023 votes in favour: 99.28%

 

Operational Literacy

Governance Risk and Compliance

Executive

Consulting Services and

Financial Literacy

Governance and Human

Leadership

IT Industry

Geography

Vertical market

Finance

Accounting

Risk

Resources

✓

✓

Global

Multiple vertical markets

✓

✓

✓

✓

 

Kathy N. Waller       Atlanta, Georgia, United States   Director since: 2018 Age: 65 Language(s): English   Independent director, complies with the share ownership guideline		Ms. Waller is a corporate director. She served as the Executive Vice President, Chief Financial Officer and President, Enabling Services of The Coca-Cola Company until March 2019 where she was responsible for leading the company’s global finance organization. Ms. Waller joined The Coca-Cola Company in 1987 as a senior accountant and held numerous accounting and finance roles. She was Vice President, Controller from August 2009 to September 2013 and Senior Vice President, Finance from September 2013 to April 2014, prior to becoming Executive Vice President and Chief Financial Officer. She assumed responsibility for the company’s strategic governance areas as Executive Vice President, Chief Financial Officer and President Enabling Services from May 2017 to March 2019. Ms. Waller currently serves on the board of directors of Beyond Meat, Inc., Delta Air Lines, Inc. and Cadence Bancorporation. Ms. Waller is the Executive Director of the Atlanta Committee for Progress, a public/private partnership that supports the City of Atlanta. Previously she served on the board of directors of Coca-Cola FEMSA, S.A.B. de C.V and Monster Beverage Corporation. She holds a Bachelor of Arts degree and a Master’s degree in Business Administration from the University of Rochester and is a Certified Public Accountant (CPA, CGMA). Ms. Waller was named one of the Most Influential Black Corporate Directors by Savoy Magazine in its Fall 2021 issue.   Member of the Audit and Risk Management Committee   Deferred Stock Units: 7,480 (+)
		2023 votes in favour: 99.60%

 

Operational Literacy

Governance Risk and Compliance

Executive

Consulting Services and

Financial Literacy

Governance and Human

Leadership

IT Industry

Geography

Vertical market

Finance

Accounting

Risk

Resources

✓

✓

Global

Manufacturing, retail and distribution

✓

✓

✓

✓

 

16		2023 MANAGEMENT PROXY CIRCULAR

Nominees for Election as Directors

 

 

Frank Witter     Braunschweig, Germany   Director since: 2021 Age: 64 Language(s): English and German   Independent director, complies with the share ownership guideline		Frank Witter is a corporate director. A longtime executive with Volkswagen, Mr. Witter became Chief Executive Officer of Volkswagen Financial Services AG in September 2008, serving in that role until September 2015 when he became Chief Financial Officer for Volkswagen Group—a role from which he retired in 2021. With the responsibility for both finance and information technology, he also served as a member of Volkswagen Group’s Board of Management from October 2015 to March 2021.   Mr. Witter joined the Volkswagen Group in 1992, overseeing the capital markets section of the company’s Group Treasury unit until 1998. He subsequently became Treasurer at Volkswagen of America and Volkswagen Canada. In 2001, Mr. Witter left Volkswagen to serve as Corporate Treasurer at SAirGroup in Zurich, Switzerland, returning to Volkswagen in 2002. From 2002 to 2005, Mr. Witter served as CFO of Volkswagen of America and Volkswagen Canada. At the beginning of 2005, he assumed the combined role of CEO and CFO for both subsidiaries. From October 2007 to September 2008, Mr. Witter was President and CFO of VW Credit, Inc. During this time, he also served as Regional Manager for the American markets of Volkswagen Financial Services AG.   In May 2021, Mr. Witter became a member of the Supervisory Board of Deutsche Bank AG. He holds a business degree from the University of Hanover in Germany and lives in Braunschweig, Germany.     Member of the Audit and Risk Management Committee   Deferred Stock Units: 2,291 (+)
		2023 votes in favour: 99.66%

 

Operational Literacy

Governance Risk and Compliance

Executive

Consulting Services and

Financial Literacy

Governance and Human

Leadership

IT Industry

Geography

Vertical market

Finance

Accounting

Risk

Resources

✓

✓

Global

Manufacturing, retail and distribution

✓

✓

✓

✓

 

(*)	Number of shares beneficially owned, controlled or directed, directly or indirectly.

(+)	For more information concerning DSUs, please refer to the heading Compensation of Directors later in this document.

(‡)	For more information concerning stock options, please refer to the headings Share Option Plan and Compensation of Directors later in this document.

(§)

The number of PSUs includes PSUs that were awarded at the beginning of fiscal 2024 to Ms. Godin and Messrs. Godin and Schindler as part of their target compensation for fiscal 2024, but which have not yet become eligible to vest and remain subject to the achievement of performance conditions, which will be determined at end of fiscal 2024. For more information concerning PSUs, please refer to the heading Performance Share Unit Plans later in this document.

 

 

 

Report of the Human Resources Committee

Executive Compensation Discussion and Analysis

Executive Compensation Process for the 2023 Fiscal Year

CGI’s executive compensation policy emphasizes incentive compensation linked to the success of the Company to ensure that the financial interests of the Company’s executives are closely aligned with those of shareholders. CGI measures business success on the basis of profit and growth as well as the satisfaction of our clients, and of our consultants and professionals – whom we now call CGI Partners.

CGI’s compensation policy is rooted in its fundamental belief that a company with an inspiring dream, uncompromising integrity, a caring human resources philosophy and solid values is better able to attract and respond to the profound aspirations of high-caliber, competent people. These individuals in turn will deliver high-quality services, in keeping with the Company’s profitability objectives. The growth and profitability generated as a result will allow CGI to continue to offer its shareholders value for their investment.

This belief drives the Company’s compensation programs, which are designed to attract and retain the key talent CGI needs to remain competitive in a challenging market and achieve continued and profitable growth for its shareholders.

As per CGI’s compensation policy, the principles used to determine the compensation of the named executive officers (the President and Chief Executive Officer, the Executive Vice-President and Chief Financial Officer and the three other most highly compensated executive officers of the Company, hereafter referred to as the “Named Executive Officers”) are also applied to all management team members, taking into account the results of their respective business units. In the case of CGI’s senior executives, there is an added emphasis on closely aligning executives’ financial interests with those of shareholders through incentive compensation. The Named Executive Officers who are not directors of the Company are Messrs. Steve Perron, Executive Vice-President and Chief Financial Officer, François Boulanger, President and Chief Operating Officer, and Jean-Michel Baticle, President and Chief Operating Officer, and President, Western and Southern Europe, each of whom is proficient in both English and French.

The sections below outline the main features of CGI’s executive compensation policy and programs.

The Human Resources Committee of the Board of Directors

The Committee reviews management’s proposals and makes recommendations to the Board of Directors of the Company in relation to the compensation of certain senior executives, including the entitlements under short and long-term incentive and benefit plans and the corporate objectives that the Founder and Executive Chairman of the Board, the President and Chief Executive Officer and other senior executives are responsible for achieving. Similarly, the Committee is responsible for approving and making recommendations in relation to the compensation of the Company’s outside directors and succession plans for senior executives.

The Committee is composed of Messrs. Joakim Westh, Chair of the Committee, George A. Cope, Lead Director, and Michael B. Pedersen, and Mses. Sophie Brochu, Paule Doré, and Mary G. Powell, all of whom are independent directors. The Committee held four regular meetings in fiscal 2023. Mr. Westh’s role and responsibilities as Chair of the Committee are described later in this document in the report of the Corporate Governance Committee under the heading Role and Responsibilities of the Lead Director and Standing Committee Chairs. The members of the Committee have significant experience in matters relating to human resources management and executive compensation, which they have acquired in their role as senior executives or as members of the Human Resources Committee of other publicly listed issuers. Mr. Westh was Senior Vice-President of LM Ericsson AB, Ms. Brochu was President and Chief Executive Officer of each of Hydro-Québec and of Énergir, Ms. Doré was Executive Vice-President and Chief Corporate Officer of the Company, Mr. Pedersen was President and Chief Executive Officer of TD Bank US Holding Company, TD Bank, N.A. and TD Bank USA, N.A., Mr. Cope was President and Chief Executive Officer of BCE Inc. and Bell Canada, and Ms. Powell was President and Chief Executive Officer of Green Mountain Power Corporation and now serves as Chief Executive Officer of Sunrun Inc.

Ms. Doré and Mr. Westh have decided that they will not seek reelection at the Meeting and, as a result, their term as directors, and as members of each of the Corporate Governance Committee and of the Human Resources Committee will come to an end at the time of the Meeting.

The role and responsibilities of the Committee are contained in the Committee’s charter, which is incorporated by reference in this Management Proxy Circular (see the heading Mandate, Structure and Composition of the Board of Directors later in this document). The Committee’s charter is available on CGI’s website at www.cgi.com. The role and responsibilities of the Committee include:

 

•

Advising the Board of Directors on human resources and succession planning, health and well-being of our consultants and professionals, compensation of members of the Board of Directors, executive officers and other consultants and professionals, short and long-term incentive plans, benefit plans, and executive officer appointments;

 

•

Reviewing and advising the Board of Directors on management’s succession plans for executive officers, with special emphasis on the Chief Executive Officer succession;

 

18		2023 MANAGEMENT PROXY CIRCULAR

Report of the Human Resources Committee

 

 

•

Reviewing and advising the Board of Directors on CGI’s compensation philosophy, including the compensation strategy and compensation policies for the executive officer level, as proposed by the Executive Chairman of the Board, the Co-Chair of the Board and the Chief Executive Officer;

 

•

Making recommendations to the Board of Directors for the appointment of the Chief Executive Officer and other executive officers, while considering and promoting the diversity of the executive team’s background, including in terms of gender, ethnicity, race, disability, age and experience, and the corporate objectives which the executive officers are responsible for meeting;

 

•

Reviewing and advising the Board of Directors on CGI’s overall compensation plan including the adequacy and form of compensation realistically reflecting the responsibilities and risks of the positions of Executive Chairman of the Board and Chief Executive Officer of the Company and, in that regard, considering appropriate information, including information with respect to the overall performance of the Chief Executive Officer;

 

•

Reviewing and advising the Board of Directors on the compensation of executive officers, annual adjustments to executive salaries, and the design and administration of short and long-term incentive plans, benefits and perquisites as proposed by the Executive Chairman of the Board and the Chief Executive Officer;

 

•

Reviewing and advising the Board of Directors on any exceptional terms of senior executive’s employment and termination arrangements;

 

•

Making recommendations on the adoption of new, or significant modifications to, pay and benefit plans;

 

•

Recommending the appointment of new officers and executive officers as appropriate while considering and promoting the diversity of the executive team’s background, including gender, ethnicity, race, disability, age and experience;

 

•

Reviewing and advising the Board of Directors on significant organizational changes;

 

•

Reviewing and approving the Committee’s executive compensation report to be contained in the Company’s annual Management Proxy Circular;

 

•

Reviewing and advising the Board of Directors on management development programs for the Company;

 

•

Reviewing and advising the Board of Directors on special employment contracts or arrangements with officers of the Company, including any contracts relating to change of control, if any; and

 

•

Reviewing and advising the Board of Directors on the compensation of the members of the Board of Directors and its committees, including the adequacy and form of compensation realistically reflecting the responsibilities and risks of the positions, and recommending changes where applicable.

The Committee also performs such other duties from time to time as assigned by the Board of Directors.

The Committee reports to the Board of Directors on its proceedings, the reviews it undertakes, and its recommendations.

In executing its mandate for fiscal 2023, the Committee retained the services of Willis Towers Watson, the Company’s external human resources consultant. Willis Towers Watson was first retained to provide consulting services in 1995. The services provided by Willis Towers Watson to the Committee include:

 

•

Providing the Committee with information on market trends and good practices on executive and director compensation;

 

•

Developing recommendations on the composition of the comparator groups of companies used as the basis for determining the compensation of the directors, the Founder and Executive Chairman of the Board, the President and Chief Executive Officer and other senior executives of the Company;

 

•

Conducting market research and providing the Committee with data and analysis on compensation practices of companies in comparator groups to allow the Company to align its compensation policy with the market as it applies to the directors, the Founder and Executive Chairman of the Board, the President and Chief Executive Officer and other senior executives; and

 

•

Reviewing the design of the annual and long-term incentive plans and providing data and analysis on comparator group company practices in this area.

To ensure the quality of services provided to the Committee by external human resources consultants, as well as their independence, the Committee has established the following processes as part of its annual work plan:

 

•

Once a year or as required, the Committee may request a statement of services from external selected consultants for the purpose of enabling the Committee to pre-approve all services that may be provided by such external consultants;

 

•

The Committee may request from each external consultant information concerning the consultant’s organizational structure and employees who provide services to the Committee so that the Committee may agree with the external consultant on measures to address any real or perceived conflicts of interest that may arise from the services provided by the external consultant to the Company at the request of management; and

 

Report of the Human Resources Committee

 

 

•

The Committee reviews the external consultant independence policy annually to ensure that it continues to meet the Committee’s requirements.

Executive Compensation Related Fees

The fees of Willis Tower Watson, CGI’s external human resources consultant, for services rendered during the fiscal years ended September 30, 2023 and 2022, are detailed below:

 

		Fees billed
Service retained		2023								2022
Advice in relation to executive compensation and the compensation of directors(a)		$	46,500							$	110,000
All other fees(b)		$	311,500							$	341,000
Total fees billed		$	358,000							$	451,000

 

(a)	All fees of the human resources consultant for the years ended September 30, 2023 and 2022, were related to annually recurring work for the Committee.

(b)	All other fees of the human resources consultant for the years ended September 30, 2023 and 2022, were mainly in relation to investment matters and a global data survey agreement.

Composition of Comparator Groups

To determine appropriate compensation levels, the Named Executive Officers’ positions are compared with similar positions within a comparator group made up of leading companies in a number of industries. These companies include information technology consulting firms and companies similar to CGI in terms of size, and operational and managerial complexity. With 84.4% of its 2023 revenues generated outside Canada and constant international expansion, CGI must offer competitive compensation in each of the challenging markets in which it operates in order to recruit and retain high-performing executives. Generally, the Company’s major competitors are based either in the U.S., Europe or in the Asia Pacific region and they compete against CGI both in Canada and internationally. In response to this market reality, for the year ended September 30, 2023, the compensation of Named Executive Officers based in the U.S. and Canada is compared to market information from competitors based in the U.S. and Canada, while the compensation of Named Executive Officers based in France is compared to market information from competitors based in France. The Committee reviews the composition of the comparator groups annually and changes were made to the comparator groups in fiscal 2023.

The selection criteria used to determine the companies included in the comparator groups are the following:

 

•

Autonomous and publicly-traded companies;

 

•

Large number of professionals;

 

•

Growing companies;

 

•

High-end IT and business consulting, systems integration, outsourcing services and intellectual property solution providers;

 

•

International scope;

 

•

Companies for which IT is very strategic; and

 

•

Participation in the data bank for the relevant countries maintained by Willis Towers Watson, the Company’s external human resources consultant.

Each company in the following tables meets one or more of the foregoing criteria.

U.S. and Canada Comparator Group: Executives from 12 companies

 

Accenture plc		Experian plc
Booz Allen Hamilton Holding Corporation		Fiserv, Inc.
CACI International Inc.		Fujitsu Limited
Capgemini SE		International Business Machines Corporation
Cognizant Technology Solutions Corporation		Leidos Holdings, Inc.
DXC Technology Company		Science Applications International Corporation (SAIC)

France Comparator Group: Executives from 12 companies

 

Accenture plc		DXC Technology Company
Atos SE		Experian plc
Booz Allen Hamilton Holding Corporation		Fiserv, Inc.
CACI International Inc.		Fujitsu Limited
Capgemini SE		International Business Machines Corporation
Cognizant Technology Solutions Corporation		Sopra Steria Group SA

The foregoing comparator groups were used to determine the compensation of the Named Executive Officers for the fiscal year ended September 30, 2023.

 

20		2023 MANAGEMENT PROXY CIRCULAR

Report of the Human Resources Committee

 

 

Executive Compensation Components

CGI’s total executive compensation is made up of five components: base salary, short-term incentive, long-term incentive, benefits and perquisites. In keeping with the Company’s values, incentive compensation and share ownership are emphasized to ensure that executives’ interests are aligned with CGI’s profitability and growth objectives, which in turn results in increased value for all shareholders under normal market conditions. CGI’s Named Executive Officers do not participate in any defined benefit pension plans.

 

Component		Description		Policy Alignment with Comparator Groups
Base Salary		Annual base salary based on each executive’s responsibilities, competencies and contribution to the Company’s success.		Aligned with median base salary offered in the comparator group.
Short-Term Incentive		Annual payout based on the achievement of performance objectives in accordance with the Profit Participation Plan.		Aligned with median short-term incentives of the comparator group when performance objectives are met.
Long-Term Incentive		Grants under the Share Option Plan and/or awards under the Performance Share Unit Plans, as applicable in each case, based on achievement of performance objectives.		Aligned with median total compensation of the comparator group when business objectives are met, or above the median to recognize an executive’s exceptional performance.
Benefits		Group benefits and employer contributions under CGI’s Share Purchase Plan.		Aligned with median benefits of the comparator group.
Perquisites		Principal perquisites include company car and related expenses, relocation costs and medical exams.		Aligned with median perquisites of the comparator group.

Total compensation is aligned with the comparator groups by taking into account the number of years of experience in the role, aligned over time with the median of the total compensation of the comparator group when business objectives are met, while exceptionally allowing for compensation above the median as necessary to recognize an executive’s exceptional and sustained contribution to the Company’s success.

The following table shows for each Named Executive Officer the compensation components as a percentage of their total compensation, at target levels, for the year ended September 30, 2023:

 

Name and title as at September 30, 2023		Base Salary		Short-Term Incentive		Long-Term Incentive		Benefits and   Perquisites
Serge Godin Founder and Executive Chairman of the Board		8.86%		17.72%		73.08%		0.34%
George D. Schindler President and Chief Executive Officer		12.13%		24.27%		62.94%		0.66%
Steve Perron Executive Vice-President and Chief Financial Officer		29.89%		23.91%		44.84%		1.36%
François Boulanger President and Chief Operating Officer		20.23%		22.25%		56.64%		0.88%
Jean-Michel Baticle President and Chief Operating Officer, and President, Western and Southern Europe		24.1%		26.51%		48.97%		0.43%

Base Salary

The base salaries paid to Named Executive Officers are reviewed every year based on each executive’s scope of responsibilities, competencies and contribution to the Company’s success. The objective of CGI’s compensation policy for base salaries is to align them over time with the median base salary in the relevant comparator group, taking into account the number of years of experience in the role, while allowing for compensation to rise above the median in recognition of a particular executive’s exceptional and sustained contribution to the Company’s success. As part of the methodology used for fiscal 2023, the positions of Named Executive Officers were compared with generic executive positions in the compensation databases for the relevant countries maintained by Willis Towers Watson, the Company’s external human resources consultant. When differences in the level and scope of responsibilities for the comparable generic executive position are observed, the value of the generic position is adjusted to ensure that there is an appropriate basis for comparison.

Short-Term Incentive Plan – Profit Participation Plan

The Named Executive Officers participate in the Profit Participation Plan, a short-term incentive plan that pays an annual cash payout based on achievement of performance objectives as approved at the beginning of the fiscal year by the Board of Directors on the recommendation of the Committee. The Profit Participation Plan is designed to provide CGI’s management and its consultants and professionals with an incentive to increase the profitability and growth of the Company.

Individual payouts are based on the executive’s profit participation target under the Profit Participation Plan and the achievement of performance objectives. The profit participation target varies as a percentage of base salary depending on

 

Report of the Human Resources Committee

 

 

the executive’s position and is determined in accordance with the performance factors that are directly linked to the level of achievement of the performance objectives set out in the Company’s annual budget and strategic plan. The Profit Participation Plan provides that the Founder and Executive Chairman of the Board, the Co-Chair of the Board, the President and Chief Executive Officer or the Chief Financial Officer may recommend to the Committee and to the Board of Directors to modify payment amounts or propose revised targets based on the overall performance of the Company, an individual’s performance, exceptional market conditions and other factors.

Executive profit participation targets are reviewed annually to ensure they remain aligned with the Company’s compensation policy and continue to be competitive with CGI’s applicable comparator group.

Performance Factors

The performance factors used to determine each Named Executive Officer’s profit participation target in fiscal 2023 were based on two separate measures: profitability and growth. The achievement of profitability and growth objectives determines the performance factors that are applied to calculate the annual payout under the Profit Participation Plan. Such determination may result in a reduction or an increase in the annual payout. In the latter case, the payout may not exceed two times the target. The relative performance of the companies in CGI’s comparator group is not a factor in determining the annual payout being paid under the Profit Participation Plan.

The profitability performance factor is based on the degree of achievement of the net earnings margin excluding specific items. The growth performance factor is based on the achievement of constant currency revenue growth. Both factors are approved by the Board of Directors as part of the Company’s annual budget and strategic plan approval.

Only items that are the result of actual management operation activities are taken into account in the calculation of performance factors for compensation purposes. The performance factors are prorated between target levels.

The profitability performance factor and growth performance factor are established by determining the actual level of achievement of the budgeted profitability and growth objectives which correspond to a pre-determined numerical performance factor. The pre-determined numerical factors for Named Executive Officers are set out in the table below:

 

Profitability						Growth
Net earnings margin     excluding specific items(a)		Profitability     Performance     Factor				Constant currency     revenue growth(a)		Growth     Performance     Factor
Budgeted margin   objectives on a   scale of five levels		0   0.25   0.50   1.00   1.25				Budgeted revenue   objectives on a   scale of five levels		0   2.00   3.00   3.50   4.00

 

(a)

Net earnings excluding specific items is a non-generally accepted accounting principle (“non-GAAP”) measure of net earnings, excluding the cost optimization program and acquisition-related and integration costs. Constant currency revenue growth is a non- GAAP measure of revenue growth before foreign currency translation impacts. Management believes these measures are useful for executive compensation purposes as they best reflect the Company’s performance and allow for better comparability from period to period. These measures do not have any standardized meaning under International Financial Reporting Standards (“IFRS”) and may not be comparable to similar measures used by other companies. A reconciliation of the net earnings excluding specific items to its closest IFRS measure and a reconciliation of constant currency revenue growth to its closest IFRS measure can be found on pages 27 and 19, respectively of the Company’s Management’s Discussion and Analysis for the years ended September 30, 2023 and 2022, which is available on the Canadian Securities Administrators’ website at www.sedarplus.ca.

Once the profitability performance factor and the growth performance factor are established, the following formula is used to determine the payout under the Profit Participation Plan:

 

The effect of the formula is to place importance on achieving both the growth and the profitability objectives. If the minimum threshold for either profitability or growth is not met, there is no annual payout under the Profit Participation Plan.

The profit participation targets of each of the Named Executive Officers were based on the formula above as it pertains solely to the overall Company performance.

CGI does not disclose specific profitability and growth objectives because it considers that the information would place it at a significant competitive disadvantage if the objectives became known. Disclosing the specific performance objectives that are set as part of the Company’s annual budget and strategic planning process would expose CGI to serious prejudice and

 

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Report of the Human Resources Committee

 

 

negatively impact its competitive advantage. For example, to the extent that the Company’s performance objectives became known, its ability to negotiate accretive business agreements could be significantly impaired, putting incremental pressure on its profit margins. In addition, CGI believes that disclosing performance objectives would be inconsistent with CGI’s policy of not providing guidance to the market and limiting the disclosure of forward-looking information.

The Founder and Executive Chairman of the Board, the Co-Chair of the Board, the President and Chief Executive Officer and the Chief Financial Officer may from time to time exercise their discretion to recommend to the Committee and the Board of Directors that incentive compensation under the Profit Participation Plan be adjusted in order to ensure that actual profit participation be equitable and balance the interests of each of the Company’s stakeholders based on the overall performance of the Company and exceptional market conditions.

For fiscal 2023, the profit participation targets and payouts received by the Named Executive Officers under the Profit Participation Plan are as follows:

 

Name and title as at September 30, 2023		Annual profit participation target					Annual profit participation    payout
Serge Godin Founder and Executive Chairman of the Board				$2,602,000					$1,211,700
George D. Schindler(a) President and Chief Executive Officer				$3,734,418					$3,126,648
Steve Perron Executive Vice-President and Chief Financial Officer				$400,000					$334,900
François Boulanger President and Chief Operating Officer				$1,014,750					$849,600
Jean-Michel Baticle(b) President and Chief Operating Officer, and President, Western and Southern Europe				$1,029,503					$861,946

 

(a)

Mr. Schindler is paid in U.S. dollars. The amounts shown are in Canadian dollars converted on the basis of the average exchange rate used in the Company’s Annual Audited Consolidated Financial Statements which was CAD1.3485 for each U.S. dollar in fiscal 2023. Please refer to the disclosure concerning the foreign exchange rates used for financial reporting purposes on page 17 of the Management’s Discussion and Analysis for the years ended September 30, 2023 and 2022.

(b)

Mr. Baticle is paid in euros. The amounts shown are in Canadian dollars converted on the basis of the average exchange rate used in the Company’s Annual Audited Consolidated Financial Statements which was CAD1.4399 for each euro in fiscal 2023. Please refer to the disclosure concerning the foreign exchange rates used for financial reporting purposes on page 17 of the Management’s Discussion and Analysis for the fiscal years ended September 30, 2023 and 2022.

Long-Term Incentive Plans

CGI’s long-term incentive plans are designed to ensure that executives’ interests are closely aligned with those of all shareholders and include the Share Option Plan for Employees, Officers and Directors of CGI Inc. and its Subsidiaries (the “Share Option Plan”) and the Performance Share Unit Plan for Designated Leaders of CGI Inc. and its Subsidiaries (the “2017 PSU Plan” and collectively with the Performance Share Unit Plan for Designated Participants of CGI Inc. (the “2014 PSU Plan”), the “PSU Plans”). In line with practices among certain of the Company’s comparator groups, the Company’s current compensation practice is to grant, on a case by case basis, PSUs awarded under the 2017 PSU Plan as the long-term incentive component of certain of its senior executives’ compensation. As a result, for fiscal 2023, Named Executive Officers’ target long-term incentive compensation was composed solely of PSUs awarded under the 2017 PSU Plan.

Share Option Plan

The Share Option Plan is designed to ensure that executives’ interests are closely aligned with those of all shareholders. The Company’s practice is to apply performance vesting conditions for all stock options granted under the Share Option Plan. The percentage of stock options that become eligible to vest is based on the degree of achievement of profitability and growth objectives determined following the completion of the fiscal year and subject to adjustment in accordance with the Share Option Plan. Stock options that do not become eligible to vest are forfeited and cancelled.

Stock options that have become eligible to vest then typically vest on a time basis as follows: one-quarter when the fiscal year results are approved, one quarter on the second anniversary of the grant, one-quarter on the third anniversary of the grant, and the final quarter on the fourth anniversary of the grant. For fiscal 2023, Named Executive Officers’ target long-term incentive compensation did not include any awards under the Share Option Plan. For fiscal 2023, no stock options were granted under the Share Option Plan.

See the heading Key Features of CGI’s Long-Term Incentive Plans later in this document for a summary of the features of the Share Option Plan.

Performance Share Unit Plans

Each PSU entitles the holder to receive one Class A subordinate voting share subject to the achievement of performance and time vesting conditions and to the terms and conditions set out in the PSU Plans. Unlike Class A subordinate voting shares issued in connection with the exercise of stock options under the Share Option Plan, which are issued from treasury,

 

Report of the Human Resources Committee

 

 

PSUs are settled with Class A subordinate voting shares purchased in the open market by the plan trustees with funds provided by CGI.

PSUs typically have performance conditions that are determined by the Board of Directors at the time of each grant. CGI’s annual long-term incentive awards of PSUs are made at the beginning of the fiscal year. The percentage of PSUs that become eligible to vest is based on the degree of achievement of profitability and growth objectives determined following the completion of the fiscal year and subject to adjustment in accordance with the PSU Plans. Both objectives are approved by the Board of Directors concurrently with the Company’s annual budget and strategic plan approval.

PSUs that become eligible to vest then vest on a time basis. PSUs that do not become eligible to vest under the PSU Plans are forfeited and cancelled.

See the heading Key Features of CGI’s Long-Term Incentive Plans later in this document for a summary of the features of the PSU Plans.

Award Date Fair Value

The accounting fair value of PSUs was determined in accordance with IFRS 2 as the market value of the underlying Class A subordinate voting shares on the award date. The stock-based compensation cost related to PSUs recorded in costs of services, selling and administrative expenses takes into account the actual result of the performance-based vesting and amortizes the resulting net PSU value over the four-year vesting period. Since fiscal 2018, the Company has used the accounting fair value of PSUs as the award date fair value for compensation purposes in order to align the earned compensation with performance results.

Performance Factors and Vesting Conditions

The performance factors used to determine the number of stock options or PSUs that will vest under CGI’s long-term incentive plans are based on two separate measures: profitability and growth. The achievement of profitability and growth objectives determines the performance factors that are applied to calculate the number of PSUs or stock options that vest under CGI’s long-term incentive plans. The total percentage of PSUs or stock options eligible to vest is capped at 100%.

The profitability performance factor is based on the degree of achievement of the net earnings margin excluding specific items. The growth performance factor is based on the degree of achievement of constant currency revenue growth. Both factors are approved by the Board of Directors concurrently with the Company’s annual budget and strategic plan approval. If the minimum threshold for profitability is not met, no PSUs or stock options become eligible to vest under the long-term incentive plans. The relative performance of the companies in CGI’s comparator groups is not a factor in determining the number of PSUs or stock options that will vest under CGI’s long-term incentive plans.

Only items that are the result of actual management operation activities are taken into account in the calculation of vesting conditions for compensation purposes. The performance factors are prorated between target levels.

The profitability performance factor and growth performance factor are established by determining the actual level of achievement of the budgeted profitability and growth objectives which correspond to a pre-determined numerical performance factor. The pre-determined numerical factors for Named Executive Officers are set out in the table below:

 

Profitability						Growth
Net earnings margin     excluding specific items(a)		Profitability     Performance     Factor				Constant currency     revenue growth(a)		Growth     Performance     Factor
Budgeted margin   objectives on a   scale of five levels		0   0.25   0.50   1.00   1.25				Budgeted revenue   objectives on a   scale of five levels		0   0.25   0.75   1.00   1.25

 

(a)

Net earnings excluding specific items is a non-generally accepted accounting principle (“non-GAAP”) measure of net earnings, excluding the cost optimization program and acquisition-related and integration costs. Constant currency revenue growth is a non-GAAP measure of revenue growth before foreign currency translation impacts. Management believes these measures are useful for executive compensation purposes as they best reflect the Company’s performance and allow for better comparability from period to period. These measures do not have any standardized meaning under International Financial Reporting Standards (“IFRS”) and may not be comparable to similar measures used by other companies. A reconciliation of the net earnings excluding specific items to its closest IFRS measure and a reconciliation of constant currency revenue growth to its closest IFRS measure can be found on pages 27 and 19, respectively of the Company’s Management’s Discussion and Analysis for the years ended September 30, 2023 and 2022, which is available on the Canadian Securities Administrators’ website at www.sedarplus.ca.

 

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