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GDI Integrated Facility Services

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Corporate Governance
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Charter of the Board of directors of GDI Integrated Facility Services Inc. – May 14, 2015pdf
Charter of the Audit Committee of GDI Integrated Facility Services Inc. – May 22, 2015pdf
Charter of the Human Resources and Governance Committee of GDI Integrated Facility Services Inc. – May 14, 2015pdf
Code of Ethics – August 4, 2015pdf
Supplement to the Code of Ethics – August 4, 2015pdf
Key Security Holder Documents
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Item 1: Articles of Arrangementpdf
Item 2: Articles of Amalgamationpdf
Item 3: By-Lawspdf
Item 4: Majority Voting Policypdf
Item 5: Advance Notice Policypdf
Item 6: Position Descriptions
6A: Chairman of the Audit Committeepdf
6B: Chairman of the Boardpdf
6C: Chairman of the Human Resources & Governance Committeepdf
6D: Chief Executive Officerpdf
6E: Lead Directorpdf
Item 7: Board of Directors Charterpdf
Item 8: Human Resources & Governance Committee Charterpdf
Item 9: Audit Committee Charterpdf

Contact
Investor Relations

David Hinchey
Senior Vice President, Strategic Development
514-368-8690 ext 282
david.hinchey@gdi.com

Board of Directors

Since 1982, Mr. Bigras has spent his career in the construction, cleaning and facility maintenance industry. He joined GDI in 1994 and later became a major shareholder in 1998. Over the years, he has held many positions, and became President and CEO of GDI in December 2004. In his role as President and CEO, Mr. Bigras has overseen GDI’s significant organic and acquisition based growth, leading GDI to become the largest cleaning services company in Canada, and one of the largest in North America. Through his leadership, perspective and experience, Mr. Bigras has driven the development of GDI’s key financial strategic planning and brings with him an exceptional track record of disciplined capital allocation and strategic acquisitions. Mr. Bigras holds certificates in Finance and Management from the École des Hautes Études Commerciales in Montréal.

Mrs Suzanne Blanchet is currently a professional corporate director. Between 1978 to 2017 Mrs Blanchet served in various fonctions at Cascades Inc , a leader in the paper industry. She was president of Cascades Tissue Group from 1997 until 2014, at which time she was appointed Senior Vice-President, Corporate Development of Cascades Inc , a position she held until 2017. Mrs. Blanchet is well-known for her solid commitment to sustainable development. Her managerial talents and working knowledge of production have been instrumental in many significant projects, leading to Cascade Tissue Group’s expansion within Canada and multiple acquisitions in the United States to become the 4th largest tissue producer in North America. A woman of influence, Mrs. Blanchet sits on various boards of directors including Resolute Forest Products Inc, Agropur Dairy Cooperative, Solmax, and EBI. In recognition of her achievements, the Université du Québec en Outaouais awarded Mrs. Blanchet an honorary doctorate in 2015. Mrs. Suzanne Blanchet studied accounting at the Université du Québec à Trois-Rivières and she is member of the Institute of Corporate Directors.

Mr. Michael T. Boychuk is currently a professional corporate director. He was, from July 2009 to June 2015, President of Bimcor Inc., the pension fund investment manager for the Bell Canada group of companies. From 1999 to 2009, he was Senior Vice-President and Treasurer of BCE Inc. and Bell Canada, being responsible for all Treasury and Capital Markets activities of the BCE group of companies and, until 2005, he was also responsible for all mergers and acquisition activities. He joined BCE in 1997 as President and Chief Executive Officer of BCE Capital, the venture capital arm of BCE Inc. Mr. Boychuk began his career with KPMG (Peat Marwick) and later joined the Montreal Trust Company where he held progressively more senior positions until 1993. He is currently a member of the board of directors of the Laurentian Bank of Canada (Chairman of the Audit Committee), Telesat Canada (Audit Committee), Corus Entertainment Inc. (Audit Committee), and Cadillac Fairview Inc. He is also a member of the Investment Advisory Committee of Nunavut Foundation and the McConnell Foundation. Mr. Boychuk is a Governor of McGill University and a member of the University’s Audit Committee. Mr. Boychuk is a graduate of McGill University. He was appointed a fellow of the institute of Chartered Accountants (Quebec) in 2012 and received the Queen Elizabeth II Diamond Jubilee medal for outstanding public and community service in 2013.

From 1998 to 2012, Mr. Galloway was a member of Bank of Montreal’s board of directors and was appointed Chairman of the board of directors on May 1, 2004. While at the Bank of Montreal, he served on the Risk Review Committee and the Human Resources and Management Compensation Committee. He was also a director of Harris Financial Corp. and served on its Risk Oversight Committee. Mr. Galloway is the former President and CEO of Torstar Corporation, a position he held from 1988 to 2002. He joined Torstar in 1981 and became the President and CEO for Harlequin Worldwide in 1982. Prior to joining Torstar, he was a founding partner of the Canada Consulting Group, a leading strategic management consulting firm that was acquired by the Boston Consulting Group. He has previously served on the following boards: Shell Canada Ltd., Cognos Incorporated, Abitibi Consolidated, Hudson’s Bay Company, Clearnet Communications Inc., Corel Corporation, Torstar Corporation, Visible Genetics, Westburne Inc, Toromont Industries Ltd. and Scripps Networks Interactive. Today, Mr. Galloway is retired but currently sits on the boards of Cozzini Bros, Inc. and HomeEquity Bank. Mr. Galloway has a bachelor’s degree (Honours) in Political Science and Economics from the University of Toronto and an MBA from Harvard Business School.

Between 1998 and 2015, Mr. Roy served in various executive functions at Uni-Select Inc., a leader in the automotive aftermarket industry, an important automotive parts distributor and the largest independent paint distributor for automotive applications in North America. Mr. Roy has occupied an array of executive positions at Uni Select Inc. — from 1998 to 2007 he was the company’s Chief Financial Officer, in 2007 he was promoted to the position of Chief Operating Officer and, in 2008, to the position of President and Chief Executive Officer. Since 2008, Mr. Roy sits on the Uni-Select Inc. board of directors and currently is the Chair of its Audit committee. He also sits on the board of directors of Dollarama Inc. the leading dollar store operator in Canada with over 1,300 stores situated across the country and is the Chair of its Audit committee. In 2019, Mr. Roy joined the board of directors of Toromont Industries Ltd., a leading distributor of heavy equipment located in Ontario with an active presence in Eastern Canada. He is a member of Toromont’s Audit committee and is the Chair of its Environmental, Social and Governance committee. Mr. Roy holds a bachelor’s degree from École des Hautes Études Commerciales in Montréal and holds the FCPA-FCA designation.

Mr. Samuel joined Birch Hill Equity Partners in 2005 and currently serves as Chairman of GDI Integrated Facility Services Inc. and serves on the board of Uni-Select Inc. He has also served on the boards of Aquaterra, Cozzini Bros, Creation Technologies, EISI, Sigma Systems and Softchoice and was Chairman of Shred-it International. Prior to joining Birch Hill Equity Partners, Mr. Samuel gained over 15 years of experience in private equity, operations, consulting and investment banking. Mr. Samuel’s experience includes serving as President, Rogers Cable (High Speed Internet Access) and working at McKinsey & Company and Morgan Stanley. Mr. Samuel received his MBA from Harvard Business School and his HBA from the Richard Ivey School of Business at Western University.

Mr. Youngman is the founder, Chairman and CEO of Youngman & Charm, a private equity investment management and consulting firm, and is on the Advisory Board of Schultze Asset Management, LLC, a U.S. based distressed securities manager. For over 30 years he has been helping public and private companies, their managements, investors in companies and lenders to companies resolve their operational and financial problems. Mr. Youngman is an active member of several professional associations and was a founder, former Vice Chairman and Hall of Fame Member of the Turnaround Management Association and holds the designation of Certified Turnaround Professional (CTP) from the Turnaround Management Association. Mr. Youngman is the holder of a Platinum Level Executive Master’s degree from The American College of Corporate Directors. Mr. Youngman holds an MBA from Harvard Business School and a BS in electrical engineering from Worcester Polytechnic Institute.