CGI Inc. | Enhancing transparency and shareholder dialogue in a multiple voting shares (MVS) context at CGI Inc.

Status
Filed
AGM date
Proposal number
4
Resolution details
Lead filer
N/A
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Technology
Company HQ country
Canada
Resolved clause
It is proposed that by the next annual general meeting, the Board of Directors implement measures to enhance transparency, dialogue, and fairness among shareholders.
Supporting statement
These measures should include, among other things:

1. The systematic publication of voting results by share class, including a clear breakdown between holders of multiple voting shares and ordinary shareholders.
2. The establishment of an annual consultation mechanism for minority shareholders to formally obtain their feedback on executive compensation (Say-on-Pay), in the form of a non-binding advisory vote, the results of which would be published separately.
3. The Board's commitment to publicly explain how the concerns expressed by minority shareholders are taken into account, particularly with regard to compensation, governance, and balance of power.

Having a structure that includes multiple voting shares may, in certain circumstances, help Canadian companies preserve local control and strategic stability, particularly in sensitive sectors. However, such structure imposes greater responsibility in terms of transparency, fairness, and responsiveness to minority shareholders. Failing to give minority shareholders the opportunity to express themselves in a structured and transparent manner, particularly on executive compensation matters, fuels a climate of mistrust, damages a company's reputation, and is inconsistent with the current expectations of institutional investors, governance agencies, and financial markets. This proposal does not weaken in any way the multiple voting shares control model. Rather, it aims to modernize governance practices by offering minority shareholders: • Greater visibility on the actual distribution of votes. • A formal space to express their concerns. • Tangible proof that the Board of Directors takes all votes into account, beyond the minimum legal requirements. The implementation of such measures is consistent with the practices of the most respected publicly traded companies and helps maintain a climate of trust and legitimacy among shareholders.

DISCLAIMER: By including a shareholder resolution or management proposal in this database, neither the PRI nor the sponsor of the resolution or proposal is seeking authority to act as proxy for any shareholder; shareholders should vote their proxies in accordance with their own policies and requirements.

Any voting recommendations set forth in the descriptions of the resolutions and management proposals included in this database are made by the sponsors of those resolutions and proposals, and do not represent the views of the PRI.

Information on the shareholder resolutions, management proposals and votes in this database have been obtained from sources that are believed to be reliable, but the PRI does not represent that it is accurate, complete, or up-to-date, including information relating to resolutions and management proposals, other signatories’ vote pre-declarations (including voting rationales), or the current status of a resolution or proposal. You should consult companies’ proxy statements for complete information on all matters to be voted on at a meeting.