This is a complex topic.

I don't think that there are many large companies that do a stellar job at this, simply because it tends to be a low priority (wrongly in my opinion).

We have made huge strides over time, going from very dysfunctional to a point today where if I had to assign a mark out of 100, I'd give us maybe a 75%.

We still have a good ways to go.  At least this year all subsidiary financials will be filed more or less on time, with those that will be late only being weeks rather than months late, and no late fees due, which is a huge improvement. 

The competing legal issues with subsidiary governance that are a challenge to reconcile are:

1. Keeping mind and management local outside of Canada;

2. Ensuring consistent internal controls for the consolidated group;

3. Having a consistent scheme of delegation and Board approval that cascades down without impairing the independence of subsidiaries;

On that score we are doing very well.

The challenge is getting the internal teams to collaborate (legal / corporate secretary, financial reporting, controllers, tax, local operations).

We have major buy-in from our CFO and CLO and that is a huge help.

We do it on a shoestring budget, without fancy software, but still manage to keep track of everything quite well.

Currently we have about 60 subs, down from about 130 7-8 years ago which is a huge achievement in terms of discipline for the liquidation and winding up of surplus or inactive entities.

I am happy to discuss over the phone.

David Masse
Senior Legal Counsel and Assistant Corporate Secretary
Groupe CGI inc. / CGI Group Inc.
1130 Sherbrooke Street West
7th floor
Montreal, Quebec
H3A 2M8
t. 514-841-3277
f. 514-841-3440    
e. david.masse@cgi.com
w. http://www.cgi.com