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Directors' compensation

  • 04 Oct 2011 12:25 PM
    Message # 714931
    Deleted user

    We are CGI Group Inc., a large dual-listed Canadian public company.

    Our outside directors are remunerated with the traditional mix of Board and standing committee retainers and attendance fees which is described on pages 30 and following of our December 2010 Management Proxy Circular.

    We are considering a shift to a flat fee arrangement.

    In that regard I would like to know:

    1. Does your company have a flat fee directors' compensation program in place?
    2. Is the program described in your most recent Management Proxy Circular, and if so, please provide the name of the company.
    3. If you considered shifting to a flat fee program, but ultimately decided not to make the change, what caused you not to proceed.
    4. If you do have such a program in place, how are special meetings handled?
      1. Is there a separate fee for special meetings
      2. Is there a separate retainer for ad hoc committees?
    5. If your program is not described in a public filing, please provide a brief summary of what the program entails.
    6. What caused the shift to a flat fee program?
    7. Are your directors pleased with the flat fee program?
    8. If you have a directors' compensation program that is neither a flat fee nor a traditional retainer based program, please explain your process.
    9. Is there any other insight you can share?

    Thank you for participating.

    David Masse, Senior Legal Counsel and Assistant Corporate Secretary

  • 06 Oct 2011 10:20 AM
    Reply # 716502 on 714931
    Anonymous
    Answer to selected questions.

    1) Yes
    2) Royal Bank of Canada
    4.1) NO
    6) Reduce Complexity
    7) Yes
  • 07 Oct 2011 3:00 PM
    Reply # 717442 on 714931
    Deleted user
    1. Yes
    2. Enbridge Inc.
    3. n/a
    4.1 No
    4.2 No
    5. n/a
    7. Yes
    David G Masse wrote:

    We are CGI Group Inc., a large dual-listed Canadian public company.

    Our outside directors are remunerated with the traditional mix of Board and standing committee retainers and attendance fees which is described on pages 30 and following of our December 2010 Management Proxy Circular.

    We are considering a shift to a flat fee arrangement.

    In that regard I would like to know:

    1. Does your company have a flat fee directors' compensation program in place?
    2. Is the program described in your most recent Management Proxy Circular, and if so, please provide the name of the company.
    3. If you considered shifting to a flat fee program, but ultimately decided not to make the change, what caused you not to proceed.
    4. If you do have such a program in place, how are special meetings handled?
      1. Is there a separate fee for special meetings
      2. Is there a separate retainer for ad hoc committees?
    5. If your program is not described in a public filing, please provide a brief summary of what the program entails.
    6. What caused the shift to a flat fee program?
    7. Are your directors pleased with the flat fee program?
    8. If you have a directors' compensation program that is neither a flat fee nor a traditional retainer based program, please explain your process.
    9. Is there any other insight you can share?

    Thank you for participating.

    David Masse, Senior Legal Counsel and Assistant Corporate Secretary



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