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Cgi Inc – ‘40-F’ for 9/30/19

On:  Thursday, 12/19/19, at 5:26pm ET   ·   For:  9/30/19   ·   Accession #:  1193125-19-319303   ·   File #:  0-29716

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/19/19  Cgi Inc                           40-F        9/30/19  160:22M                                    Donnelley … Solutions/FA

Registration Statement or Annual Report by a Canadian Issuer   —   Form 40-F   —   Sect. 12 or 13(a) / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 40-F        Registration Statement or Annual Report by a        HTML    105K 
                Canadian Issuer                                                  
 2: EX-99.1     Miscellaneous Exhibit                               HTML    618K 
 3: EX-99.2     Miscellaneous Exhibit                               HTML   1.04M 
 4: EX-99.3     Miscellaneous Exhibit                               HTML    724K 
 5: EX-99.4     Miscellaneous Exhibit                               HTML     46K 
 6: EX-99.5     Miscellaneous Exhibit                               HTML     46K 
 7: EX-99.6     Miscellaneous Exhibit                               HTML     41K 
 8: EX-99.7     Miscellaneous Exhibit                               HTML     41K 
 9: EX-99.8     Miscellaneous Exhibit                               HTML     43K 
10: EX-99.9     Miscellaneous Exhibit                               HTML     42K 
22: R1          Document and Entity Information                     HTML     65K 
109: R2          Consolidated Statements of Earnings                 HTML     84K  
128: R3          Consolidated Statements of Comprehensive Income     HTML     75K  
80: R4          Consolidated Balance Sheets                         HTML    148K 
23: R5          Consolidated Statements of Changes in Equity        HTML     78K 
110: R6          Consolidated Statements of Cash Flows               HTML    120K  
129: R7          Description of business                             HTML     44K  
78: R8          Basis of preparation                                HTML     44K 
26: R9          Summary of significant accounting policies          HTML    229K 
50: R10         Accounts receivable                                 HTML     51K 
72: R11         Funds held for clients                              HTML     48K 
152: R12         Property, plant and equipment                       HTML    130K  
100: R13         Contract costs                                      HTML     59K  
48: R14         Intangible assets                                   HTML    140K 
71: R15         Other long-term assets                              HTML     53K 
151: R16         Long-term financial assets                          HTML     51K  
99: R17         Goodwill                                            HTML     95K 
52: R18         Provisions                                          HTML     55K 
67: R19         Long-term debt                                      HTML     76K 
136: R20         Other long-term liabilities                         HTML     51K  
114: R21         Income taxes                                        HTML    173K  
20: R22         Employee benefits                                   HTML    373K 
74: R23         Accumulated other comprehensive income              HTML     57K 
135: R24         Capital stock                                       HTML    109K  
112: R25         Share-based payments                                HTML    123K  
19: R26         Earnings per share                                  HTML     61K 
73: R27         Remaining performance obligations (Notes)           HTML     44K 
131: R28         Cost of services, selling and administrative        HTML     56K  
116: R29         Amortization and depreciation                       HTML     61K  
104: R30         Net finance costs                                   HTML     54K  
155: R31         Investments in subsidiaries                         HTML     99K  
65: R32         Supplementary cash flow information                 HTML    112K 
44: R33         Segmented information                               HTML    162K 
105: R34         Related party transactions                          HTML     58K  
157: R35         Commitments, contingencies and guarantees           HTML     62K  
66: R36         Financial instruments                               HTML    319K 
45: R37         Capital risk management                             HTML     54K 
103: R38         Summary of significant accounting policies          HTML    294K  
                (Policies)                                                       
159: R39         Summary of significant accounting policies          HTML    357K  
                (Tables)                                                         
119: R40         Accounts receivable (Tables)                        HTML     50K  
137: R41         Funds held for clients (Tables)                     HTML     48K  
88: R42         Property, plant and equipment (Tables)              HTML    135K 
33: R43         Contract costs (Tables)                             HTML     58K 
121: R44         Intangible assets (Tables)                          HTML    142K  
138: R45         Other long-term assets (Tables)                     HTML     52K  
89: R46         Long-term financial assets (Tables)                 HTML     51K 
34: R47         Goodwill (Tables)                                   HTML     93K 
118: R48         Provisions (Tables)                                 HTML     54K  
139: R49         Long-term debt (Tables)                             HTML     83K  
146: R50         Other long-term liabilities (Tables)                HTML     50K  
91: R51         Income taxes (Tables)                               HTML    166K 
43: R52         Employee benefits (Tables)                          HTML    364K 
62: R53         Accumulated other comprehensive income (Tables)     HTML     56K 
145: R54         Capital stock (Tables)                              HTML    103K  
90: R55         Share-based payments (Tables)                       HTML    146K 
42: R56         Earnings per share (Tables)                         HTML     61K 
61: R57         Cost of services, selling and administrative        HTML     56K 
                (Tables)                                                         
144: R58         Amortization and depreciation (Tables)              HTML     61K  
92: R59         Net finance costs (Tables)                          HTML     54K 
30: R60         Investments in subsidiaries (Tables)                HTML     81K 
87: R61         Supplementary cash flow information (Tables)        HTML    116K 
143: R62         Segmented information (Tables)                      HTML    163K  
126: R63         Related party transactions (Tables)                 HTML     58K  
27: R64         Commitments, contingencies and guarantees (Tables)  HTML     61K 
84: R65         Financial instruments (Tables)                      HTML    459K 
140: R66         Summary of significant accounting policies -        HTML     53K  
                Disclosure of Estimated Useful Lives of Property,                
                Plant and Equipment (Details)                                    
122: R67         Summary of significant accounting policies -        HTML     57K  
                Disclosure of Estimated Useful Lives of Intangible               
                Assets (Details)                                                 
32: R68         Summary of significant accounting policies -        HTML     45K 
                Disclosure of Adoption of Accounting Standards                   
                (Details)                                                        
83: R69         Summary of significant accounting policies -        HTML    125K 
                Disclosure of lease adoption (Details)                           
54: R70         Accounts receivable (Details)                       HTML     50K 
38: R71         Funds held for clients - (Details)                  HTML     47K 
93: R72         Property, plant and equipment - Schedule of         HTML    100K 
                property, plant and equipment (Details)                          
147: R73         Property, plant and equipment - Assets acquired     HTML     58K  
                under finance leases (Details)                                   
57: R74         Contract costs (Details)                            HTML     53K 
41: R75         Intangible assets (Details)                         HTML    118K 
96: R76         Other long-term assets (Details)                    HTML     55K 
150: R77         Long-term financial assets (Details)                HTML     50K  
59: R78         Goodwill - Variations in goodwill (Details)         HTML     86K 
36: R79         Goodwill - Key assumptions for cash-generating      HTML     75K 
                units (Details)                                                  
55: R80         Provisions (Details)                                HTML     56K 
39: R81         Provisions - Narrative (Details)                    HTML     48K 
94: R82         Long-term debt - Disclosure of Long-Term Debt       HTML    170K 
                (Details)                                                        
148: R83         Long-term debt - Disclosure of Minimum Finance      HTML     55K  
                Lease Payments (Details)                                         
56: R84         Other long-term liabilities (Details)               HTML     51K 
40: R85         Income taxes - Disclosure of Income Tax Expense     HTML     66K 
                (Details)                                                        
95: R86         Income taxes - Reconciliation of Effective Income   HTML     60K 
                Tax Rate from the Combined Federal and Provincial                
                Canadian Statutory Tax Rate (Details)                            
149: R87         Income taxes - Disclosure of the Continuity of      HTML    107K  
                Deferred Tax Balances (Details)                                  
60: R88         Income taxes - Disclosure of Deferred Tax Balances  HTML     49K 
                (Details)                                                        
37: R89         Income taxes - Narrative (Details)                  HTML     85K 
29: R90         Employee benefits - Narrative (Details)             HTML     92K 
86: R91         Employee benefits - Amounts for Benefit Plans       HTML     69K 
                Included in Balance Sheet (Details)                              
142: R92         Employee benefits - Defined Benefit Obligations     HTML    115K  
                (Details)                                                        
125: R93         Employee benefits - Plan Assets and Reimbursement   HTML     96K  
                Rights (Details)                                                 
28: R94         Employee benefits - Fair Value of Plan Assets       HTML     66K 
                (Details)                                                        
85: R95         Employee benefits - Employee Benefit Expenses       HTML     57K 
                (Details)                                                        
141: R96         Employee benefits - Actuarial Assumptions           HTML     67K  
                (Details)                                                        
123: R97         Employee benefits - Change in Principal Actuarial   HTML     86K  
                Assumptions (Details)                                            
31: R98         Employee benefits - Weighted Average Duration of    HTML     49K 
                Benefit Obligations (Details)                                    
82: R99         Accumulated other comprehensive income (Details)    HTML     83K 
101: R100        Capital stock - Narrative (Details)                 HTML     62K  
158: R101        Capital stock - Schedule of Shares (Details)        HTML    146K  
63: R102        Share-based payments - Stock options (Narrative)    HTML     54K 
                (Details)                                                        
46: R103        Share-based payments - Disclosure of Information    HTML     72K 
                Concerning Outstanding Stock Options (Details)                   
102: R104        Share-based payments - Disclosure of Range of       HTML     94K  
                Exercise Prices, Number of Options and Weighted                  
                Average Remaining Contractual Life (Details)                     
160: R105        Share-based payments - Disclosure of Weighted       HTML     58K  
                Average Assumptions Used in the Calculation of                   
                Fair Value of Stock Options (Details)                            
64: R106        Share-based payments - Performance share units      HTML     48K 
                (Narrative) (Details)                                            
47: R107        Share-based payments - Disclosure of Information    HTML     55K 
                Concerning PSUs (Details)                                        
106: R108        Share-based payments - Share purchase plan          HTML     44K  
                (Narrative) (Details)                                            
156: R109        Share-based payments - Deferred share unit plan     HTML     45K  
                (Narrative) (Details)                                            
133: R110        Share-based payments - Disclosure of Share-Based    HTML     53K  
                Payment Expense (Details)                                        
117: R111        Earnings per share (Details)                        HTML     66K  
18: R112        Remaining performance obligations (Details)         HTML     45K 
76: R113        Cost of services, selling and administrative        HTML     59K 
                (Details)                                                        
132: R114        Amortization and depreciation (Details)             HTML     68K  
115: R115        Net finance costs (Details)                         HTML     53K  
17: R116        Investments in subsidiaries - Narrative (Details)   HTML     89K 
75: R117        Investments in subsidiaries - Assets Acquired and   HTML     96K 
                Liabilities Assumed (Details)                                    
134: R118        Supplementary cash flow information - Non-cash      HTML     68K  
                Working Capital (Details)                                        
113: R119        Supplementary cash flow information - Non-cash      HTML     53K  
                Operating and Investing Activities (Details)                     
53: R120        Supplementary cash flow information - Financing     HTML     76K 
                Activities (Details)                                             
69: R121        Supplementary cash flow information - Interest and  HTML     48K 
                Income Taxes Paid and Received (Details)                         
154: R122        Segmented information - Narrative (Details)         HTML     57K  
98: R123        Segmented information - Disclosure of Operating     HTML     88K 
                Segment Information (Details)                                    
51: R124        Segmented information - Disclosure of Geographic    HTML     92K 
                Information (Details)                                            
68: R125        Segmented information - Disclosure of PP&E,         HTML     62K 
                contract costs and intangible assets (Details)                   
153: R126        Segmented information - Disclosure of Revenue       HTML     52K  
                Information Based on Services Provided by the                    
                Company (Details)                                                
97: R127        Related party transactions (Details)                HTML     45K 
49: R128        Commitments, contingencies and guarantees -         HTML     54K 
                Commitments Narrative (Details)                                  
70: R129        Commitments, contingencies and guarantees -         HTML     52K 
                Disclosure of Future Minimum Lease Payments Under                
                Non-Cancellable Operating Leases (Details)                       
79: R130        Commitments, contingencies and guarantees -         HTML     49K 
                Disclosure of Minimum Payments Under Long-Term                   
                Service and Other Agreements (Details)                           
21: R131        Commitments, contingencies and guarantees -         HTML     51K 
                Guarantees Narrative (Details)                                   
108: R132        Financial instruments - Financial Liabilities       HTML     63K  
                Included in Long-Term Debt (Details)                             
127: R133        Financial instruments - Fair Value of Financial     HTML    100K  
                Assets and Liabilities (Details)                                 
81: R134        Financial instruments - Interest Rate Risk          HTML     57K 
                (Details)                                                        
24: R135        Financial instruments - Narrative (Details)         HTML     73K 
111: R136        Financial instruments - Currency Risk (Details)     HTML    109K  
130: R137        Financial instruments - Notional, Average Contract  HTML    123K  
                Rates and Maturities (Details)                                   
77: R138        Financial instruments - Sensitivity Analysis        HTML     55K 
                (Details)                                                        
25: R139        Financial instruments - Contractual Maturities      HTML    156K 
                (Details)                                                        
58: R140        Financial instruments - Credit Risk (Details)       HTML     63K 
35: R141        Capital risk management (Details)                   HTML     42K 
107: XML         IDEA XML File -- Filing Summary                      XML    298K  
120: EXCEL       IDEA Workbook of Financial Reports                  XLSX    210K  
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‘40-F’   —   Registration Statement or Annual Report by a Canadian Issuer


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  40-F  

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 40-F

(Check one)

☐ Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

or

☑ Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended September 30, 2019

Commission file number 1-14858

CGI INC.

(Exact name of Registrant as specified in its charter)

CGI Inc.

(Translation of Registrant’s name into English)

Quebec, Canada

(Province or other jurisdiction of incorporation or organization)

8742

(Primary Standard Industrial Classification Code Number)

98-0406227

(I.R.S. Employer Identification Number)

1350 René-Lévesque Boulevard West, 25th Floor

Montréal, Quebec

Canada H3G 1T4

(514) 841-3200

(Address and telephone number of Registrant’s principal executive offices)

CGI Technologies and Solutions Inc.

11325 Random Hills

Fairfax, VA 22030

(703) 267-8679

(Name, address and telephone number of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading Symbol

  

Name of each exchange on which registered

Class A subordinate voting shares

  

GIB

  

New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

 

- 1 -


For annual reports, indicate by check mark the information filed with this form:

☑ Annual Information Form            ☑ Audited Annual Financial Statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 239,857,462 Class A subordinate voting shares, 28,945,706 Class B shares.

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.    Yes   X    No____

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the Registrant was required to submit such files).    

Yes   X   No____

Indicate by check mark whether the Registrant is an emerging growth company, as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company ____                        

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.

____                         

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

- 2 -


Undertaking

Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

Controls and Procedures

The Registrant has established and maintains disclosure controls and procedures designed to provide reasonable assurance that the material information relating to the Registrant is made known to the Chief Executive Officer and Chief Financial Officer by others, particularly during the period in which annual and interim filings are prepared and that information required to be disclosed by the Registrant in its annual, interim filings or other reports filed or submitted by the Registrant under Canadian and U.S. securities laws is recorded, processed, summarized and reported within the time periods specified under those laws and the related rules. The effectiveness of these disclosure controls and procedures, as defined under National Instrument 52-109 adopted by Canadian securities regulators and in Rule 13a-15(e) under the U.S. Securities Exchange Act of 1934, as amended, was evaluated under the supervision of and with the participation of the Registrant’s Chief Executive Officer and Chief Financial Officer as of the end of the Registrant’s most recently completed fiscal year on September 30, 2019. Based on such evaluations, the Chief Executive Officer and Chief Financial Officer concluded that the Registrant’s disclosure controls and procedures were effective as at September 30, 2019.

The Registrant has also established and maintains internal control over financial reporting, as defined under National Instrument 52-109 and in Rule 13a-15(f) under the U.S. Securities Exchange Act of 1934, as amended. Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Registrant. The Registrant’s internal control over financial reporting is a process designed under the supervision of the Chief Executive Officer and Chief Financial Officer, and effected by management and other key personnel of the Registrant, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards. However, because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis. The effectiveness of the Registrant’s internal control over financial reporting as at September 30, 2019 was evaluated under the supervision of and with the participation of the Registrant’s Chief Executive Officer and Chief Financial Officer as of the end of the Registrant’s most recently completed fiscal year on September 30, 2019 based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Registrant’s internal control over financial reporting was effective as at September 30, 2019.

The effectiveness of the Registrant’s internal control over financial reporting as of September 30, 2019 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, filed as Exhibit 99.2 to this Annual Report.

There have been no changes in the Registrant’s internal control over financial reporting during the fiscal year ended September 30, 2019 that has materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

- 3 -


Audit Committee

The Audit and Risk Management Committee of the Board of Directors is composed entirely of unrelated directors who meet the independence and experience requirements of the New York Stock Exchange, the Toronto Stock Exchange, the Securities and Exchange Commission rules and National Instrument 52-110 adopted by Canadian securities regulators, as amended.

The Audit and Risk Management Committee is currently composed of Mr. Gilles Labbé, Chair of the Committee, Messrs. Richard B. Evans and Michael B. Pedersen, and Mses. Alison C. Reed and Kathy N. Waller.

The Registrant’s Board of Directors has determined that the following members of the Audit and Risk Management Committee of the Board of Directors are “audit committee financial experts” within the meaning of paragraph (8) of General Instruction B to Form 40-F:

 

   

Gilles Labbé;

   

Alison C. Reed; and

   

Kathy N. Waller.

Please refer to the Registrant’s Management Proxy Circular dated December 9, 2019 (and furnished to the Commission as Exhibit 99.2 to the Registrant’s Form 6-K on December 19, 2019) under the heading Nominees for Election as Directors for a brief summary of Mr. Labbé and Mses. Reed and Waller’s relevant experience.

Principal Accountant Fees and Services

In order to satisfy itself as to the independence of the external auditors, the Audit and Risk Management Committee has adopted an auditor independence policy which covers (a) the services that may and may not be performed by the external auditors, (b) the governance procedures to be followed prior to retaining services from the external auditors, and (c) the responsibilities of the key participants. The following is a summary of the material provisions of the policy.

Performance of Services

Services are either acceptable services or prohibited services.

The acceptable services are audit and review of financial statements, prospectus work, the audit of pension plans, special audits on control procedures, tax planning services on mergers and acquisitions activities, due diligence relating to mergers and acquisitions, tax services related to transfer pricing, sales tax planning and returns, research and interpretation related to taxation, research relating to accounting issues, tax planning services, preparation of tax returns, and all other services that are not prohibited services.

The prohibited services are bookkeeping services, the design and implementation of financial information systems, appraisal or valuation services or fairness opinions, actuarial services, internal audit services, management functions, human resources functions, broker-dealer services, legal services, services based on contingency fees, and expert services.

 

- 4 -


Governance Procedures

The following control procedures are applicable when considering whether to retain the external auditors’ services:

For all services falling within the permitted services category, whether they are audit or non-audit services, a request for approval must be submitted to the Audit and Risk Management Committee through the Executive Vice-President and Chief Financial Officer prior to engaging the auditors to perform the services.

In the interests of efficiency, certain permitted services are pre-approved quarterly by the Audit and Risk Management Committee and thereafter only require approval by the Executive Vice-President and Chief Financial Officer as follows:

 

   

The Audit and Risk Management Committee can pre-approve envelopes for certain services to pre-determined dollar limits on a quarterly basis;

   

Once pre-approved by the Audit and Risk Management Committee, the Executive Vice-President and Chief Financial Officer may approve the services prior to the engagement;

   

For services not covered by the pre-approved envelopes and for costs in excess of the pre-approved amounts, separate requests for approval must be submitted to the Audit and Risk Management Committee; and

   

At each quarterly meeting of the Audit and Risk Management Committee, a consolidated summary of all fees by service type is presented including a breakdown of fees incurred within each of the pre-approved envelopes.

Fees Billed by the External Auditors

During the fiscal years ended September 30, 2019 and September 30, 2018, the Registrant’s external auditors billed the following fees for their services:

 

                                                                                                                                           
Service retained    Fees billed and percentage
   2019                            2018                         

Audit fees

   $7,207,258                72.00%               $7,658,066                78.83%            

Audit related fees(a)

   $345,639                3.45%               $1,707,724                17.58%            

Tax fees(b)

   $2,370,713                23.68%               $348,880                3.59%            

All other fees(c)

   $86,165                0.86%               $0                0.00%            

Total fees billed

   $10,009,775                100%               $9,714,669                100%            

 

  (a) 

The audit related fees billed by the external auditors for the fiscal years ended September 30, 2019 and 2018 were primarily in relation to service organization control procedures audits and assistance.

 

  (b) 

The tax fees billed by the external auditors for the fiscal years ended September 30, 2019 and 2018 were in relation to tax compliance and advisory services.

 

  (c) 

The other fees billed by the external auditors for the fiscal year ended September 30, 2019 were primarily in relation to providing non-customized training to the Registrant.

 

- 5 -


Codes of Ethics

In addition to its Code of Ethics and Business Conduct (which incorporates the CGI Anti-Corruption Policy) that applies to all the Registrant’s employees, officers and directors, the Registrant has adopted an Executive Code of Conduct that applies specifically to the Registrant’s principal executive and financial officers, including the Founder and Executive Chairman of the Board, the President and Chief Executive Officer, and the Executive Vice-President and Chief Financial Officer, the principal accounting officer or controller, or other persons performing similar functions (collectively, the “Officers”). The Executive Code of Conduct is designed to deter wrongdoing and to promote:

 

   

Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

   

Full, fair, accurate, timely, and understandable disclosure in reports and documents that the Registrant files with, or submits to, the Securities and Exchange Commission and in other public communications made by the Registrant;

   

Compliance with applicable governmental laws, rules and regulations;

   

The prompt internal reporting of violations of the Executive Code of Conduct to an appropriate person or persons identified in the Executive Code of Conduct; and

   

Accountability for adherence to the Executive Code of Conduct.

The Registrant’s Executive Code of Conduct and its Code of Ethics and Business Conduct (which incorporates the CGI Anti-Corruption Policy) are available on the Registrant’s website at www.cgi.com.

The Board of Directors monitors compliance with the Executive Code of Conduct and the Code of Ethics and Business Conduct (which incorporates the CGI Anti-Corruption Policy) and is, under its charter, responsible for any waivers of their provisions granted to directors or Officers. No such waivers have been granted to date.

Corporate Governance Practices

The Registrant’s corporate governance practices conform to those followed by U.S. domestic companies under the New York Stock Exchange listing standards.

Off-balance Sheet Arrangements

The Registrant does not enter into off-balance sheet financing as a matter of practice except for the use of operating leases for office space, computer equipment and vehicles, none of which are off-balance sheet arrangements within the meaning of paragraph (11) of General Instruction B to Form 40-F.

As disclosed in note 29 to the Registrant’s Audited Annual Consolidated Financial Statements, in the normal course of business, the Registrant enters into agreements that may provide for indemnification and guarantees to counterparties in transactions such as consulting and outsourcing services, business divestitures, lease agreements and financial obligations. These indemnification undertakings and guarantees may require the Registrant to compensate counterparties for costs and losses incurred as a result of various events, including breaches of representations and warranties, intellectual property right infringement, claims that may arise while providing services or as a result of litigation that may be suffered by counterparties. The nature of most indemnification undertakings prevent the Registrant from making a reasonable estimate of the maximum potential amount the Registrant could be required to pay counterparties, as the agreements do not specify a maximum amount and the amounts are dependent upon the outcome of future contingent events, the nature and likelihood of which cannot be determined at this time.

 

- 6 -


The Registrant does not expect that any sum it may have to pay in connection with these guarantees will have a material adverse effect on its Audited Annual Consolidated Financial Statements.

Tabular Presentation of Contractual Obligations

As of September 30, 2019, the Registrant’s commitments under the terms of contractual obligations with various expiration dates, primarily for the rental of premises, computer equipment used in outsourcing contracts and long-term service agreements, were as follows:

 

  Commitment type

   Total      Less than 1      Between 1      Between 2      Beyond 5  
   year      and 2 years      and 5 years      years  

  In thousands of CAD

              

  Long-term debt

     2,299,997        99,410        270,393        1,929,603        591  

  Estimated interest on long-term debt

     300,150        81,030        78,980        140,140         

  Finance lease obligations

     30,339        14,086        11,303        4,950         

  Estimated interest on finance lease obligations

     906        448        282        176         

  Operating leases

              

  Rental of office space (excluding cost of services and taxes)

     727,551        148,375        126,842        281’103        171,231  

  Computer equipment

     1,545        949        419        177         

  Vehicles

     118,406        38,797        28,270        51,339         

  Long-term service agreements and other

     211,845        113,840        79,252        18,753         

  Total

     3,690,739        496,935        595,741        2,426,241        171,822  

The periods in the above table were aligned to the Registrant’s Audited Annual Consolidated Financial Statements.

The Registrant’s required benefit plan contributions have not been included in this table as such contributions depend on periodic actuarial valuations for funding purposes. The Registrant’s contributions to defined benefit plans are estimated at $25.2 million for fiscal 2020 as described in note 16 of the Registrant’s Audited Annual Consolidated Financial Statements.

Interactive Data File

The Registrant is submitting as Exhibit 101 to this Annual Report its Interactive Data File.

 

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Information to be Filed on This Form

The following documents are filed as exhibits to this Annual Report:

 

99.1               Annual Information Form for the fiscal year ended September 30, 2019
    
99.2        Audited Annual Consolidated Financial Statements for the fiscal years ended September 30, 2019
and September 30, 2018
    
99.3        Management’s Discussion and Analysis of Financial Position and Results of Operations for the fiscal year ended September 30, 2019
    
99.4        Certification of the Registrant’s Chief Executive Officer required pursuant to Rule 13a-14(a)
    
99.5        Certification of the Registrant’s Chief Financial Officer required pursuant to Rule 13a-14(a)
    
99.6        Certification of the Registrant’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    
99.7        Certification of the Registrant’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    
99.8        Consent of PricewaterhouseCoopers LLP
    
99.9        Consent of Ernst & Young LLP
    
101.0            XBRL Documents

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

 

 

CGI Inc.

Date: December 19, 2019

   
 

By:

 

  /s/ Benoit Dubé                                                                                 

   

  Name:   Benoit Dubé

   

  Title:   Executive Vice-President,

      Legal and Economic Affairs, and

      Corporate Secretary

 

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EXHIBIT INDEX

 

99.1               Annual Information Form for the fiscal year ended September 30, 2019
    
99.2       

Audited Annual Consolidated Financial Statements for the fiscal years ended September 30, 2019

and September 30, 2018

    
99.3        Management’s Discussion and Analysis of Financial Position and Results of Operations for the fiscal year ended September 30, 2019
    
99.4        Certification of the Registrant’s Chief Executive Officer required pursuant to Rule 13a-14(a)
    
99.5        Certification of the Registrant’s Chief Financial Officer required pursuant to Rule 13a-14(a)
    
99.6        Certification of the Registrant’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    
99.7        Certification of the Registrant’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
    
99.8        Consent of PricewaterhouseCoopers LLP
    
99.9        Consent of Ernst & Young LLP
    
101.0        XBRL Documents

 

 

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘40-F’ Filing    Date    Other Filings
Filed on:12/19/196-K
12/9/19
For Period end:9/30/19
9/30/1840-F,  6-K
4/5/12SC 13G/A
 List all Filings 
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