CGI Group Inc. (GIB)
February 01, 2012 11:00 am ET
Lorne Gorber - Senior Vice-President of Global Communications & Investor Relations
Serge Godin - Founder, Executive Chairman and Member of Disclosure Policy Committee
Andre Imbeau - Founder, Executive Vice Chairman, Corporate Secretary and Member of Disclosure Policy Committee
Michael E. Roach - Chief Executive Officer, President, Director and Member of Disclosure Policy Committee
[French] Good morning, everyone. My name is Lorne Gorber. I'm in charge of Communications and [indiscernible] for the shareholders -- and Investor Relations. [French] Before the beginning of this meeting, I'd like to review just a number of points with you. The presentations that you will now listen to will be held in both French and English. The persons in this room may use the simultaneous translation system. If you wish to receive headsets for translation, please raise your hands, and we will give you one with pleasure. Today's presentations will be in English and French. Translation devices are available to shareholders present in the room. If you'd like to use a device, please raise your hand, and one will be brought to you. The people who are following our webcast will be able to follow the presentations in the language of their choice, English or French, on the screen.
Our presentations may contain forward-looking statements that are subject to certain risks and uncertainties. Therefore, we recommend that you review and consider all relevant factors before using such information. Please note that all dollar amounts shown in our presentations are in Canadian dollars unless otherwise indicated.
[French] Please note that we have made a correction to the description of our financial results in Page 4 of our French annual report 2011. Our net earnings are $435 million. The correction was made, and the document was filed with the competent authorities.
Please note that only the registered shareholders and the proxy holders present in this room may vote during this meeting. A proxy form was sent with the notice of meeting for the shareholders that cannot attend the meeting or that follow us through the webcast. I will ask all those who'll speak during this meeting to please go to one of the microphones in this room to please identify themselves clearly for the benefit of the present shareholders and to clarify their status as shareholders or proxy holders of the company. The journalists are invited to please wait after the meeting and to take contact with me to ask their questions. Please wait until after the meeting and see me to have their questions addressed.
[French] I now invite Mr. Serge Godin, the Founder and Executive President of the Board, to open our meeting.
Thank you, Lorne. Ladies and gentlemen, good morning, and good afternoon or good evening to those listening overseas. I'd like to extend a warm welcome to everyone present in this room, as well as to our shareholders who are accessing this meeting via the webcast. Thank you very much for joining us today.
[French] I want to extend a warm welcome to all those who have joined us for this meeting of the shareholders of CGI this morning and all those who are following our webcast. We are very happy to receive all of you. For those of you who would not know them, I would now like to introduce the persons seated at this table and who are the executive committee of CGI. David Anderson, Executive Vice President and Chief Financial Officer; Andre Imbeau, Founder, Executive Vice President of the Board and Corporate Secretary; Michael Roach, President and Chief Executive Officer.
In accordance with the notice of meeting that you have received, the assembly will deal with the next 5 items. First, presentation of the annual report and the financial statements for the fiscal year ended September 30, 2011; the election of directors; the appointment of auditors; the amendment to the bylaws of the company; and finally, the amendment of the internal regulations of the company. And following that, I will say a few words of presentation before recognizing Michael Roach, our President and Chief Executive Officer, who will conclude our meeting by a question period.
Before we come to the first item of the agenda and with your permission, I will chair this assembly and Mr. Andre Imbeau will be the Secretary. In accordance with Section 8 of the general bylaws of the company, I appoint Mr. Mark Thompson [ph] and Ms. Gail Perhart [ph] of Computershare as scrutineers for this meeting, and I ask that they will submit the report of attendance to the secretary as soon as it is ready. I will advise the Secretary to file a copy of the notice of meeting of the Management Proxy Circular and of the confirmation of their mailing.
I'm told that we have a quorum and therefore, I declare this meeting duly constituted. The report of the scrutineers on the attendance is being prepared and will be submitted shortly. Unless I receive a proposal to dispense us from this meeting, I will ask the Secretary to read the report of the auditors on the financial statements of 2001 (sic) [ 2011 ], as well as the minutes of the general meeting of shareholders held on January 26, 2011.
Hello. My name is Stuart Foreman [ph], and I am a shareholder. I propose that the Secretary dispense with the reading of the auditor's report on the 2011 financial statements and the minutes of the last general meeting of shareholders, and that the minutes as they appear in the company's minute books be approved.
Thank you Mr. Foreman. I would now ask for someone to second the motion, please.
[French] My name is Luc Monsueur [ph], and I'm a shareholder, and I second the motion.
Thank you, Mr. Monsuer [ph]. The proposal was made and seconded. I will now ask for a vote by raised hands to dispense with the reading of the auditor's report and of the minutes of the last Annual General Meeting. [French] Those in favor, please. [Voting] Thank you. [French] Those against, please. [Voting] Thank you.
Andre, would you like to read the next?
It would take 4 hours.
Yes, exactly. Okay. [French] The motion is carried. So the first point of the agenda is the presentation of the annual report for the fiscal year ended September 30, 2011, the financial statements for the same fiscal year and the report of the auditors. A copy of these documents was sent to all the shareholders who so requested, and additional copies are available at the door. As you've had an opportunity to read these documents, I will ask the Secretary to file the annual report for fiscal year 2011 with the financial statements and the report of the auditors. Thank you.
The second point on the agenda has to do with the election of the directors. There are 14 directors to elect. I declare the nomination open. Corporate Governance Committee and with the approval of the Board of Directors, 14 directors are proposed for election. The nominees are listed in our Management Proxy Circular. And if they are elected, our Board of Directors will be composed of a majority of independent directors.
You may have noticed that we have a new nominee this year. We are very, very pleased that Ms. Donna Morea has accepted to be nominated for election to our Board of Directors. As former President of our U.S. operations, Donna has a significant knowledge of the U.S. IT market and of the U.S. government market. I am very proud to now introduce the nominees to our Board of Directors.
[French] Allow me to introduce the candidates -- nominees to our Board of Directors. I will invite the nominees to stand when I name them: Mr. Bernard Bourigeaud [French], Mr. Jean Brassard [French], Robert Chevrier [French], Dominic D'Alessandro [French]. Dominic could not be with us today. We will obviously cut his attendee's fee [French]. Claude Boivin [French]. Richard Evans. Thank you. Andre Imbeau [French], Gilles Labbé, Eileen Mercier. Thank you. Donna Morea. Thank you. Michael Roach, and myself. Ladies and gentlemen, here are the directors in nomination for the Board of Directors of CGI, your company.
Now let us proceed to the election of the nominees. As you know, the proxy allows to show your intent to vote separately for each single nominee. I have the pleasure to tell you that each of the nominees has received more than 99% of the votes expressed in the proxies that you sent to us. I'll now ask for a motion for the election of the directors whose names are published in the management circular.
[French] My name is Benoit Godner [ph]. I'm a shareholder, and I nominate the 14 persons that were just introduced by the chair and whose names are presented in the management circular to be nominees to the Board of Directors of the company. I now ask for a motion to elect the 14 directors.
The 14 nominees be elected as directors of the company. Thank you.
Thank you, Ms. Andrews [ph]. I would now ask for someone to second the motion, please.
[French] My name is Daniel Favreau [ph]. I'm a shareholder, and I second the motion.
Thank you, Mr. Favreau [ph]. I will now ask for a show of hands for the election of these 14 directors. [French] Those in favor, please. Thank you. [French] Those who abstain, please. [Voting] [French] Thank you.
I declare the motion of the 14 nominees elected as directors of the company. [French] The appointment of the auditors is the following item on the agenda. The Board of Directors of the company under recommendation of the audit and risk management committee is proposing that Ernst & Young be appointed again as auditors of the company. I now ask for a motion for the appointment of the auditors.
My name is Santino Mercier [ph]. I'm a shareholder, and I move that Ernst & Young be appointed auditors of the company until the next Annual Meeting of the Shareholders and that the directors are authorized to set their remuneration.
Thank you, Ms. Mercier. I will now ask for someone to second the motion.
My name is Leah Heng [ph]. I'm a shareholder, and I second the motion.
Thank you, Ms. Heng. [French] I'm told that 99.95% of the proxy votes sent by the shareholders are in favor of this motion, and that the abstentions represent 0.05% of the votes. I now ask for a show of hands for the appointment of the auditors. On the motion to appoint the auditors [French], those in favor, please. [Voting] Thank you [French]. Those who abstain, please. [Voting]
I declare the motion carried. Ernst & Young are, therefore, appointed auditors of the company until the next Annual Meeting of the Shareholders and the directors are authorized to settle their remuneration. As a partner, I'd say that Ernst & Young should lower their fees to help us to meet the expectations of our shareholders.
The next point on the agenda has to do with the amendment of the bylaws of the company that will give the Board of Directors the right to appoint additional directors, and that will allow more flexibility about the choice of the locations where our meeting of shareholders are held. This proposal is such in the context of the recent consolidation of the Quebec Companies Act. I will now ask for a motion to adopt the resolution and to approve the amendment of the bylaws of the company.
My name is Jean François-Poirier [ph]. I'm a shareholder, and I move that the resolution on Annex A of the management circular about the amendment of the bylaws of the company be adopted.
Thank you, Mr. Poirier [ph]. I'm now asking for someone to second this motion.
My name is Michelle Berna [ph]. I'm a shareholder, and I second the motion.
Thank you, Ms. Berna [ph]. I'm told that 99.9% of the vote by proxy sent by the shareholders are in favor of this motion, and that the votes against this proposal represent 0.1% of the votes. The hands on the motion to approve the proposed amendment of the articles of the company. [French] Those in favor, please. [Voting] Thank you. [French] Those against, please. [Voting]
[French] I declare this resolution carried to approve an amendment to the bylaws of the company.
The last item on the agenda has to do with the approval of a change to the internal regulation of the company that allow to extend by 10 days the period to determine state of reference of the meeting of shareholders for any relevant event. This proposal is also set in the context of the recent consolidation of the Quebec Companies Act. I will now ask for a proposal to adopt the resolution that would approve a change to the internal regulations of the company.
My name is François Witheau [ph]. I'm a shareholder, and I propose that resolution on Annex B of the management circular about a change to the internal regulation of the company be adopted.
Thank you, Mr. Witheau [ph]. Would someone second this proposal?
[French] I'm a shareholder, and I approve this motion.
Thank you. I'm told that 90.1% of the votes by proxy sent by the shareholders are in favor of this motion, and that the votes against represent 9.9% of the vote. On the motion to approve the proposed amendment of the bylaws of the company, [French] those in favor, please. [Voting] [French] Those against, please. [Voting]
[French] I declare the motion approving the amendment of the bylaws of the company is carried.
The formal section of our meeting is over, and I now declare the meeting of shareholders closed. The shareholders meeting is now closed.
Before recognizing Mike Roach and as an introduction to his presentation, I'd like to say a few words about our management trademark that some observers of our industry have described as the CGI billion-dollar competitive edge. This management framework was drawn for the first time in 1992, so it's 20 years ago. It contains all of the policies and business processes of CGI, all of them. The purpose that we had by developing this framework was to reach the best possible alignment of all the professionals in CGI, whatever their number. There might be 1,000 professionals, 10,000 or 31,000 as of now or 75,000. It has become the model to follow for all of us all over the world. It is a specific guideline that allows us to maintain the perfect balance between the interest of our customers, of our professionals and of course, you, our shareholders.
It required major investments over the years. It was implemented in each of our 145 offices around the world, and all of them have received their ISO 9001 certification on the same basis. So you may be in Montreal, Toronto, Washington, Saginaw, New York City, London, Düsseldorf or Bangalore, the same policies are being applied everywhere, and the projects realized for our customers are realized in the same fashion. This allows us to reach one of the best world performances in terms of realization of IT projects. We deliver 95% of our projects on time and according to the budget. While according to the last survey of Panorama Consulting Group, with 1,600 companies, the deadlines for IT projects are being respected in only 40% of the cases. And the budgets are respected in only 25% of the cases. We deliver 95% within the deadlines and within the budget.
If CGI was successful in the past, it is thanks to the integral implementation of this management framework. To bring such a management foundation together requires many years, making sure that everybody is aligned all across the company on this foundation also requires many years. To our knowledge, we are probably the only company with such an exhaustive management foundation with such a strong alignment. You've heard us say that our growth objectives are to double the size of CGI every 3 to 5 years. And if we are convinced that CGI can continue to follow this pace, it's because we will continue to implement this management foundation with a great discipline. I would even say that I don't know any limit to the growth of our company from an operational point of view provided that this management foundation is respected literally. We have built this company for it to grow and last.
I will now invite Michael Roach to speak to you.
Michael E. Roach
Thank you, Serge. [French] Good morning, everyone. Over the next 20 minutes, I will provide you with an assessment of the overall state and performance of our company. I will conclude my comments by looking at the market, our competitive position and our profitable growth strategy.
One of our fundamental beliefs is that we must constantly seek and maintain equilibrium, while creating significant value for all 3 stakeholders: clients, employees or members as we refer to ourselves and shareholders. I will begin my remarks with the review of our fiscal 2011 performance by stakeholders.
Let's start with clients. We want to be recognized by our clients as their expert and partner of choice in each of the following economic sectors: financial services, government, manufacturing, retail and distribution, telecommunications and utilities and health. Helping our clients realize their competitive goals is good for their business and frankly, it's essential for ours. That is why we strive every day and with every client to exceed expectations in terms of expertise, quality and service delivery. Our obsession with operational excellence plays a key role, ensuring the consistency of our service delivery and in our ability to deliver customer projects on time and on budget.
In a highly competitive and global industry, CGI stands apart for distinct reasons, which experience has taught us are vital to our clients' success. For instance, our DNA is deeply rooted in quality. As Serge described, our management foundation represents a common language across CGI, one in which all members are aligned. That is why 95% of our projects are delivered on time and on budget.
Our members clearly understand that quality work means more work. As part of our strategy to delight our clients, we solicit and receive direct feedback from approximately 2,400 signed client assessments. On a 10-point scale, we earned 9.1 on overall client satisfaction. More importantly, we received 9.3 on loyalty, suggesting clients will continue using our service and even recommending CGI to others.
Client loyalty is very important in any business, but in our business, it is essential. We've always understood that our success is directly linked to our clients' success in their business. I would like to take this opportunity to thank our clients for their continued confidence and trust in our company.
Let's turn our attention to our members. Retaining, attracting and motivating the best talent is very much about engaging our members as owners. Our success as a company is the result of the talent and commitment of our people. I would like to take this opportunity now to personally thank all our members for their dedication and support. As members, we are all aligned towards the realization of a common dream, to create an environment in which we enjoy working together and as owners, contribute to building a company we can be proud of.
In addition, 90% of our members are also shareholders, representing the single largest block of ownership in CGI, more than 20%. Member satisfaction, ownership and engagement are all key competitive differentiators for our company. It is evidenced by the fact that an overwhelming majority, in fact, 94% of our professionals believe it is part of their role as an owner to offer suggestions and more importantly, to take actions to improve our operations. They are the reason CGI continues to be a consistent top performer in our industry. This level of engagement is part of the reason our retention rates are amongst the very best in the industry. When members are engaged, they collaborate for success and all stakeholders benefit.
To further facilitate this objective, we recently launched a common communications platform, appropriately named CynerGI. This social network has become a common environment to share, help, discuss and be collectively engaged towards the realization of our dream and in the pursuit of our profitable growth strategy. In the final analysis, CGI is more than just a company. As members and owners, CGI's success is also very personal. It's about our future.
Let's turn our attention now to you, our shareholders. Our commitment is to be a well-managed and financially strong company, delivering superior returns over time. Our business strategy, leadership approach and ownership philosophy are all designed to achieve this goal. As with other stakeholders, we solicit feedback from our shareholders to continuously improve and compare our performance objectively against other publicly traded companies in areas such as investor relations and financial reporting. Like clients and members, we know and we respect that shareholders have a choice of where they invest. Accordingly, we are committed to ensuring CGI remains the preferred choice for investors seeking superior returns.
Overall, our shareholder satisfaction scored 8.1 out of 10 compared with 7.6, the average of companies listed on the S&P 500. In the critical areas of strategic execution and transparency, both of which are vital to retaining investor loyalty, we scored 8.6 and 8.8, respectively. Investors value our ability to execute and to deliver to our strategy.
I would like to briefly share with you our financial performance for fiscal 2011, which ended September 30. We delivered significant improvement on all key financial indicators and in the process created additional value for you, our shareholders. Revenue was $4.3 billion, up 15.8%. We earned $435 million from continuing operations, up 20%. Earnings margin expanded to 10.1%, a company record. And earnings per share were up more than 27% to $1.58 per share. We continue to outperform our peers as our stock price appreciated by more than 25% during fiscal 2011, adding nearly $1 billion of incremental market capitalization. In summary, we entered fiscal 2012 in an excellent position strategically, operationally and financially.
Now I'm very pleased to share with you our first quarter results for 2012. They were released earlier this morning. And once again, our overall performance confirms our best-in-class status amongst our North American and European peers.
Revenue was $1.03 billion, a sequential improvement of 2.6%. We signed $1.4 billion in new contracts during the quarter, bringing our signed backlog of orders to $13.6 billion. Adjusted EBIT was $139.9 million, representing a strong operating margin of 13.6%. Our net earnings were $106.5 million or a margin of 10.3%, and earnings per share were $0.40. We generated almost $150 million in cash from operations or $0.55 a share. Finally, our return on equity stood at 18.4% at the end of December, more than double from 5 years ago.
We believe that strong bookings and cash flow are best assessed on a rolling 12-month basis in order to capture the quarterly fluctuations in our business. As these headlines suggest, we continue to earn client trust with more than $5.1 billion in contract bookings over the last 12 months, representing a book to bill of 122% of revenue. We generated $621 million in cash from operations on a trailing 12-month basis. This represents $2.27 per share in cash.
We invest our cash with discipline and in the most accretive ways. For example, we invested $287 million in acquiring CGI stock over the last 12 months. In fact, since 2006, we have invested $2.4 billion in share buybacks, resulting in an accretion rate of 80% to investors.
Consistent with our ongoing belief that CGI remains a very good investment, this morning, the Board of Directors approved the extension of our normal course issuer bid through February 2013. With the extension of our buyback, we have the flexibility to purchase and cancel 22 million shares over the next 12 months. If fully executed at today's price, this would represent an investment of approximately $450 million.
Our balance sheet remains strong. Our net debt stood at $879 million at the end of December. We continue to manage our debt with discipline, gradually reducing it over time. We still have approximately $1.3 billion in available liquidity at attractive rates and have the flexibility to increase as necessary to pursue our profitable growth strategy.
Now I would like to share with you our perspective on the IT services industry and our position within it, as we continue to execute our Build and Buy profitable growth strategy. Our business is essentially focused on leveraging the know-how of our people in the fields of business, government and information technology services, all designed to help our clients win and grow. In establishing ourselves as a world leader in information technology and business process services, we have continuously invested in new business solutions, leading-edge technologies and in enhancing the capability of our most important asset, our people.
The IT services industry has been consolidating on a rapid scale to the point where we believe there will only be 6 to 8 IT services companies operating on a worldwide basis. Our commitment is to be one of these remaining global players. To meet this market reality, we have implemented a Build and Buy profitable growth strategy, which is based on the fundamentals of operating a sound and stable business for the long term. Our growth strategy creates superior value for our stakeholders, thereby positioning CGI to always look at the acquisition menu and not to be on it.
In short, we've always been a consolidator, having acquired some 70 companies around the globe in the past 20 years. We acquire other companies, not to become the biggest, but rather to increase our capabilities in line with our commitment to becoming the best IT services company in the world. The biggest isn't the best in the IT services business. Simply put, the best is the best. Experience has taught us that clients, employees and investors need and want to be associated with the best, the best partner, the best employer and yes, the best investment.
For example, investors have placed a market value of $5 billion on our company, significantly higher than a number of global competitors who have double or even triple our revenue base. Investors value our track record of delivering consistent and superior returns over time. Over the last 5 years, our stock price has increased 169%, reflecting earnings per share growth of more than 300% over the same period. This demonstrates the value investors place on the quality of our revenue and not only on the size of our revenue.
Clients, on the other hand, are interested in CGI because there's very little government or industry can do in today's age without information technology. CGI offers end-to-end services to a focused set of economic sectors in which we have deep business and technical expertise. This allows us to fully understand our clients' challenges and to have the know-how and the solutions needed to advance their business goals. In the interest of time, I would like to demonstrate our expertise with a few specific examples.
We manage the Canadian interbank fund transfer system, processing an average of $167 billion per day. We manage and support more than 4 billion financial transactions annually over the Canadian Interact debit system. Over $830 billion in financial assets are managed on our wealth management platforms.
We provide mission-critical services and solutions to more than 200 government agencies and institutions around the globe. More than $1 trillion of U.S. public spending is managed on the CGI platform. We have been selected by the U.S. government to provide cloud services to Homeland Security, Department of Labor and the General Services Administration.
We have generated $1.7 billion in tax recoveries for California, Hawaii, Kansas, Missouri and Virginia. By 2017, CGI will generate an additional $2.8 billion in revenue for California and enable the tax system to better serve the needs of its citizens. And we provide cyber-security solutions and services to government, the military and Fortune 500 companies.
Looking ahead, we remain very confident in our ability to win and grow regardless of the economic cycles. Our company has been built to last, supported by our management foundation and powered by the most talented and committed professionals in the business. As I have shared with you, CGI solutions and services are helping our clients aggressively address their challenges, and we are clearly part of the solution. This is reinforced by the strength of our sales bookings and by our long-term backlog, further demonstrating the ongoing relevance of our services and our solutions. We continue to invest in leading-edge capabilities to ensure that we're in lockstep with our clients whenever and wherever they need us.
In closing, I would like to emphasize our commitment to build on the CGI legacy and foundation and in doing so, create incremental and enduring value. It takes time, dedication and loyalty to execute a strategic plan with discipline. Ours is underpinned by an entrepreneurial culture, instilled on us with Andre and Serge, and that culture of ownership has allowed us to double and even triple CGI in a relatively short period of time. The fundamentals of CGI are strong, and we are very confident in our ongoing ability to meet our objectives and continue to build a world champion, the best in our business.
Thank you for listening, and thank you for investing in CGI.
So this is the question period dialogue, [French] So you may ask all the questions you want.
[French] It's like last year, we had no questions, and no question this year -- no, I have one here. The gentleman who has been coming for many years, he is coming from Saginaw, the center of the world.
[French] Good morning, Andre Trambleau [ph]. An announcement was made that if a company wanted to buy or swallow CGI, they would have to be – pay over $25 million and -- whatever the amount, well, you don't have the check in your pocket. Well, my question is the following: Do you have any signs that there could be any strategy to buy you? Do you feel anything coming or is this only just in case? I don't know if you understand my question.
Your question is very clear. What you read in the papers is a provision that goes back to the year 1999 and saying that if the company were purchased, the people, especially the people working in the head office -- so if the company were purchased, and I say if, then the officers of the company would be entitled to a certain remuneration representing like 2 years of earnings or 2 years of salaries. So if you remember at that time, there had been an agreement with Bell Canada, and there was a risk at the time even though it was a small one, that if there was no new negotiation with Bell, CGI might have been taken over by Bell. So it didn't happen. It will never happen. But this disposition goes back -- this provision goes back to that time, so this is a very old story. And then this company is not for sale. I have no further comment. So if anyone thinks that the head office, that they will receive twice their yearly salary, it won't happen. And CGI will not be for sale. [French] I can't be clearer than that. Thank you. Thank you for coming. Coming to come and see us. Next year we might go and see you over there because now we have the right to hold our annual meetings in different places. So I think he's been coming for 20 years.
Any further question? Well, thank you. Thank you very much. There aren't any further questions. So thank you. Thank you for your trust. So we'll be there next year. Thank you.