Corporate Governance

Canadian Pacific has a culture of strong corporate governance and follows leading policies and practices. As a US and Canadian listed company, we regularly review these policies and practices to ensure all corporate governance obligations have been met or exceeded and to make changes and improvements where appropriate. ​

CP's corporate governance practices are consistent with all applicable Canadian and U.S. regulatory guidelines and standards. As CP's securities are listed on the New York Stock Exchange ​(the "NYSE"), and the Toronto Stock Exchange (TSX), CP complies with best corporate governance practices in Canada and the U.S.​, including the requirements of the TSX and NYSE.

Standards and guidelines concerning corporate governance will continue to evolve in Canada and the United States, and CP will continue to monitor these closely. ​

Shareholders or other interested parties may communicate directly with the independent Board members. To do so, shareholders should communicate their questions or concerns to the independent directors through the Chairman of the Board by sending an email to shareholder@cpr.ca (Attention: Chairman of the Board) or by delivering a sealed envelope, marked “confidential”, to:

Chairman of the Board
c/o Office of the Corporate Secretary
Canadian Pacific
7550 Ogden Dale Road SE Calgary, AB T2C 4X9

Board of Directors

Isabelle Courville, Chair of the Board*, Rosemère, Quebec

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Ms. Courville became Chair of CP's Board of Directors on May 7, 2019 – the first-ever woman to hold this position on the board, as well as the first woman to become chair of the board of a Class 1 railway in North America.

Ms. Courville has been a member of CP's Board since May 1, 2013. From 2016 until becoming Chair of the Board, she was chair of the Management Resources and Compensation Committee. From 2014 to 2016, she chaired the Audit and Finance Committee.

Ms. Courville also sits on the board of directors of SNC-Lavalin Group Inc. where she chairs its Human Resources Committee and is a member of its Governance and Ethics Committee. She serves on the board of Veolia Environnement S.A. as a member of its Accounts and Audit Committee, Nominating Committee and Chair Research, Innovation and Sustainable Development Committee. She is also a board member of the Institute for Governance of Private and Public Organizations as a member of its Human Resources Committee.

In April 2019, Ms. Courville concluded her tenure as chair of the board of directors of the Laurentian Bank of Canada. She has had previous roles on the boards of each of Gecina S.A. and TVA Group. Ms. Courville, an engineer and a lawyer by training, also served as President of Hydro‐Québec Distribution and Hydro‑Québec TransÉnergie. She has over 20 years of experience in the Canadian telecommunications industry, including as President of Bell Canada's Enterprise Group and as President and Chief Executive Officer of Bell Nordiq Group.

Ms. Courville graduated with a degree in Engineering Physics from the École Polytechnique de Montréal and holds a bachelor's degree in Civil Law from McGill University.

Ms. Courville brings to CP a depth of knowledge and expertise from other capital-intensive, heavily regulated industries. Her diverse experiences and unique perspective complement her role as Chair of the Board of Directors. In 2021, Ms. Courville received the Institute of Corporate Directors' Fellowship Designation.

*As Chair of the Board, Ms. Courville is an ex-officio member of each of the Board’s committees: the Audit and Finance Committee, the Corporate Governance, Nominating and Social Responsibility Committee, the Management Resources and Compensation Committee and the Risk and Sustainability Committee

The Honourable John R. Baird​, P.C., Director*, Toronto, Ontario

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John Baird is a Senior Advisor to various enterprises and a former Senior Cabinet Minister in the Government of Canada.

An instrumental figure in bilateral trade and investment relationships, Mr. Baird has played a leading role in the Canada-China dialogue and worked to build ties with ASEAN countries. In addition, Mr. Baird has worked closely with international leaders to strengthen security and economic ties with the United States and Middle Eastern countries.

A native of Ottawa, Baird spent three terms as a member of Parliament and four years as Minister of Foreign Affairs. He also served as President of the Treasury Board, Minister of the Environment, Minister of Transport and Infrastructure, and Leader of the Government in the House of Commons. In 2010, he was selected by MPs from all parties as Parliamentarian of the Year. Prior to entering federal politics, Mr. Baird spent ten years in the Ontario Legislature where he served as Minister of Community and Social Services, Minister of Energy, and Government House Leader.

Currently, Mr. Baird serves as a Senior Business Advisor with Bennett Jones LLP, a premier Canadian law firm. In addition, Mr. Baird sits on the advisory board of Barrick Gold Corp. and the corporate boards of Canadian Forest Products (Canfor, as Chair), the FWD Group (former ING Insurance Asia), PineBridge Investments (former AIG Investments), and Osisko Gold Royalties Ltd. He also serves as a Senior Advisor at Eurasia Group, a global political risk consultancy.

Mr. Baird also volunteers his time with Community Living Ontario, an organization that supports individuals with developmental disabilities, the Prince’s Charities, the charitable office of His Royal Highness The Prince of Wales, and is a board member of the Friends of Israel Initiative. He holds an Honours Bachelor of Arts in Political Studies and an Honourary Doctor of Laws from Queen’s University at Kingston.

*Member of the Corporate Governance, Nominating and Social Responsibility Committee and the Risk and Sustainability Committee.

Kei​th Creel​​, President and Chief Executive Officer, Canadian Pacific

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On January 31, 2017, Mr. Creel assumed his new role as President and Chief Executive Officer, becoming the 17th person to lead the company since 1881.

Mr. Creel was appointed President and Chief Operating Officer in February 2013 and joined the CP Board of Directors in May of 2015.

Under Mr. Creel's leadership, CP is finding safer, more efficient ways to connect customers to domestic and global markets, and will continue to play a prominent role in connecting communities in both Canada and the U.S.

Prior to joining CP, Mr. Creel was Executive Vice-President and Chief Operating Officer at Canadian National (CN). He held various positions at CN including Executive Vice-President Operations, Senior Vice-President Eastern Region, Senior Vice-President Western Region, and Vice-President of the Prairie Division.

Mr. Creel began his railroad career at Burlington Northern Railway in 1992 as an intermodal ramp manager in Birmingham, Alabama. He also spent part of his career at Grand Trunk Western Railroad as a superintendent and general manager and at Illinois Central Railroad as a trainmaster and director of corridor operations, prior to its merger with CN in 1999. He currently serves on the boards of TTX Company and the Association of American Railroads.

Mr. Creel holds a Bachelor of Science in marketing from Jacksonville State University and completed the Advanced Management Program at Harvard Business School. Mr. Creel has a military background as a commissioned officer in the U.S. Army, during which time he served in the Persian Gulf War in Saudi Arabia. Recognized for his leadership at CP, he was named by Progressive Railroading as "Railroad Innovator" for 2014 and by Railway Age as "Railroader of the Year" in 2021.

Jill Denham, Director*, Toronto, Ontario

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Ms. Denham joined CP’s Board of Directors in 2016 after an impressive career holding senior roles in the financial services industry. She was the Vice-Chair, Retail Markets from 2001 through 2005 at Canadian Imperial Bank of Commerce (CIBC) and the Managing Director, Head of Commercial Banking and E-Commerce at CIBC Wood Gundy from 1999 to 2001. Prior to that, Ms. Denham was responsible for CIBC’s European operations in London, U.K. Prior to that she was President of Merchant Banking/ Private Equity. She began her career in investment banking in 1983.

Ms. Denham currently chairs the board of Lifeworks Inc. (formerly Morneau Shepell Inc.). She is the lead director of the board at Canaccord Genuity and a board member of Kinaxis Inc. She previously served on the boards of National Bank of Canada, IHS Markit Ltd, Penn West Petroleum Ltd., Calloway Real Estate Investment Trust, Ontario Teachers’ Pension Plan and the Centre for Addiction and Mental Health.

Ms. Denham is President of Authentum Partners Ltd., which invests in technology and related businesses and provides advisory services.

Ms. Denham holds an Honours Business Administration degree from Ivey Business School, Western University and a Master of Business Administration from Harvard Business School.

*Member of the Audit and Finance Committee and the Risk and Sustainability Committee.

Edward R. Hamberger, Director*, Delray Beach, Florida

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Mr. Hamberger joined CP's Board of Directors after serving more than two decades as the President and Chief Executive Officer of the Association of American Railroads (AAR), making him the longest-tenured head of the nearly 100-year-old organization.

Mr. Hamberger has over four decades of experience in public policy and private legal practice, having worked within the executive and legislative branches of the United States Government.

He began his career in transportation as General Counsel of the National Transportation Policy Study Commission. He subsequently served as Assistant Secretary for Governmental Affairs at the U.S. Department of Transportation and on the management committee at Baker Donelson in Washington, D.C. He also served as an appointed member of the Private Sector Advisory Panel on Infrastructure Financing and as a member of the Presidential Commission on Intermodal Transportation.

Mr. Hamberger's breadth of experience complements CP's ongoing dedication to safety and technological innovation, and he is a trusted resource as it relates to policy evolution of the industry.

Mr. Hamberger is a board member of the Denver Transportation Institute. Between 1998 and 2019, Mr. Hamberger served as chair of the board of directors for Transportation Technology Center, Inc. (TTCI) and was a board member of Railinc Corporation during that same period. He received his Juris Doctor as well as Master of Science and Bachelor of Science degrees in Foreign Service from Georgetown University in Washington, D.C.

*Member of the Audit and Finance Committee and the Risk and Sustainability Committee.

Rebecca MacDonald​, Director*, Toronto, Ontario

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Ms. MacDonald is a founder and former executive chair of Just Energy Group Inc., a Toronto-based independent marketer of deregulated gas and electricity. She retired from Just Energy in August 2020 after an impressive 23-year career. Ms. MacDonald was a director of Just Energy from 2001 to 2020 and held the position of executive chair from 2007 to 2020. She served as President and Chief Executive Officer of Just Energy prior to becoming executive chair. In 1989, Ms. MacDonald founded Energy Marketing Inc., and in 1997, founded Energy Savings Income Fund, which aggregated customers within the U.K. natural gas deregulation.

Ms. MacDonald is a member of the board of the Horatio Alger Association in both Canada and the United States. She founded the Rebecca MacDonald Centre for Arthritis and Autoimmune Disease at Mount Sinai Hospital in Toronto.

She was previously vice-chair of the board of directors of Mount Sinai Hospital and a member of the board of governors of the Royal Ontario Museum.

Ms. MacDonald holds an Honorary Doctor of Laws degree from the University of Victoria.

*Chair of the Corporate Governance, Nominating and Social Responsibility Committee and member of the Management Resources and Compensation Committee.

Edward Monser, Director*, St. Louis, Missouri

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Mr. Monser began his engineering career in 1981. He served as President, from 2010 to 2018, and Chief Operating Officer, from 2001 to 2015, at Emerson Electric Co., a global technology and engineering company. At Emerson, he helped drive the company's international growth. Mr. Monser retired as President of Emerson in October 2018.

Mr. Monser is the lead director of Air Products and Chemicals, Inc. and a member of its Management Development and Compensation Committee and Corporate Governance and Nominating Committee. He sits on the board of Seyer Industries, as well as Vertiv Holdings Co. as a member of its Audit Committee and Nominating and Corporate Governance Committee. Mr. Monser was previously President and Executive Vice President of Rosemount Inc. He is a former member of the Advisory Economic Development Board for China's Guangdong province, and is a past board member and past vice-chairman of the U.S.-China Business Council. He was also active in promoting international understanding and trade as a former member and vice-chairman of the U.S.-India Strategic Partnership Forum.

An advocate for lifelong learning, and a former high school teacher, Mr. Monser lends his time and expertise to a number of educational, civic and charitable organizations.

Mr. Monser holds a Bachelor of Electrical Engineering from the Illinois Institute of Technology and a Bachelor of Education from Eastern Michigan University and is an alumnus of the executive education program at Stanford University's Graduate School of Business.

*Member of the Audit and Finance Committee and the Management Resources and Compensation Committee.

Matthew Paull​, Director*, Wilmette, Illinois

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Mr. Paull joined CP’s Board of Directors in 2016. He was the Senior Executive Vice-President and Chief Financial Officer of McDonald's Corporation, a global foodservice retailer, from July 2001 until he retired from that position in January 2008. Prior to joining McDonald's in 1993, Mr. Paull was a partner at Ernst & Young where he managed a variety of financial practices during his 18-year career.

Mr. Paull is currently a board director of Air Products and Chemicals, Inc., where he chairs its Audit and Finance Committee and is a member of its Corporate Governance and Nominating Committee and the Executive Committee. He is also a member of the advisory board of Pershing Square Capital Management, L.P.

From 2016 to 2020, Mr. Paull served on the board of Chipotle Mexican Grill Inc. as a member of its Compensation Committee. Mr. Paull was a director of KapStone Paper and Packaging Corporation from 2010 to 2018 and WMS Industries Inc. from 2012 to 2013. From 2003 to 2013, he served on the board of directors of Best Buy Co. as its lead independent director and chair of its Finance Committee.

Mr. Paull holds a Bachelor of Arts and a Master of Accounting from the University of Illinois.

*Chair of the Management Resources and Compensation Committee and member of the Risk and Sustainability Committee.

Jane L. Peverett, Director*, West Vancouver, British Columbia

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Ms. Peverett has been a member of CP's Board of Directors since 2016.

Ms. Peverett currently sits on the board of directors of Canadian Imperial Bank of Commerce (CIBC) and is a member of its Audit Committee and chairs its Corporate Governance Committee. She serves as a board member of NW Natural (formerly Northwest Natural Gas Company) and chairs its Finance Committee, and is a member of its Organization and Executive Compensation Committee and Public Affairs and Environmental Policy Committee. Additionally, she sits on the board of Capital Power Corporation as a member of the Corporate Governance, Compensation and Nominating Committee and Health, Safety and Environment Committee.

Ms. Peverett currently chairs the board of the CSA Group and sits on the advisory council of the Institute of Corporate Directors, B.C. chapter. She formerly served a board member of Ovintiv Inc. From 2005 to 2009, she served as President and CEO of British Columbia Transmission Corporation and Vice-President, Corporate Services and Chief Financial Officer from 2003 to 2005. She held several senior leadership roles at Union Gas Limited from 1999 to 2003.

Ms. Peverett holds a Bachelor of Commerce from McMaster University, a Master of Business Administration from Queen's University and is a Certified Management Accountant. She is a Fellow of the Society of Management Accountants and holds the ICD.D designation from the Institute of Corporate Directors.

*Chair of the Audit and Finance Committee and member of the Corporate Governance, Nominating and Social Responsibility Committee.

Andrea Robertson, Director*, Calgary, Alberta

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Ms. Robertson is the President and Chief Executive Officer of STARS (Shock Trauma Air Rescue Service) Air Ambulance, a helicopter ambulance service providing critical care services to patients in Western Canada. She has held this position since 2011.

Prior to STARS, Ms. Robertson spent nearly 30 years in a variety of health care leadership roles, including as Vice-President and Senior Vice-President at Alberta Health Services.

Ms. Robertson's expertise in health care and current leadership of STARS Air Ambulance aligns with CP's dedication to the communities it operates in and through. Her leadership experience within highly safety-sensitive organizations adds tremendous value and further strengthens the collective capabilities of CP's Board of Directors.

She is also a member of the board of directors for the Calgary Airport Authority and was named a Top 100 winner of Women's Executive Network's Canada's Most Powerful Women in 2014.

Ms. Robertson holds a Baccalaureate of Nursing and Masters in Health-Care Administration. She has completed an executive fellowship at Wharton University and received her ICD.D designation from Rotman School of Business, as well as an executive leadership program at Harvard University.

*Member of the Corporate Governance, Nominating and Social Responsibility Committee and the Management Resources and Compensation Committee.

Gordon T. Trafton II, Director*, Naperville, Illinois

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Mr. Trafton joined CP’s Board of Directors in 2017. In 2010, Mr. Trafton retired from his position of special advisor to the Canadian National Railway (CN) leadership team. From 2003 to 2009, he successively served as Senior Vice-President Strategic Acquisitions and Integration and as Senior Vice-President, Southern Region at CN. Before joining CN, he held a number of leadership positions with Illinois Central Railroad and Burlington Northern Railroad. Mr. Trafton’s tenure as Vice-President, Information Technology Services at Illinois Central Railroad provided understanding, experience, and responsibility for cybersecurity at the company. In addition, during Mr. Trafton’s career at three railroads, he was directly involved in or responsible for key areas related to five mergers and, acquisitions and related operational integration.

Mr. Trafton holds a Bachelor of Science in transportation management from the Leeds School of Business at the University of Colorado Boulder and now sits on Leeds Advisory Board. He also serves on the advisory board of Sacred Cow Consulting, Inc. Over the past seven years, he has also served on four additional nonprofit education boards.

*Chair of the Risk and Sustainability Committee and member of the Corporate Governance, Nominating and Social Responsibility Committee.

Committee Composition

Key Governance Documents

Canadian Pacific is one of Canada's oldest and most recognizable companies. We take pride in CP's historic legacy, its role as a business leader, and its reputation for honesty, integrity and the faithful performance of its undertakings and obligations.

Our ability to maintain this reputation depends on our actions and the choices we make as CP employees every day. Choose from the list below to review the policies and guidelines that govern CP:

Financial Reporting, Internal Controls, Disclosure Controls & Procedures​

In 2002, CP conducted an assessment of its key internal controls and disclosure controls and procedures and developed a quarterly evaluation process involving confirmations of the efficacy of such controls by all key CP officers.

Since then, CP has been engaged in a more comprehensive review of internal controls over financial reporting in preparation for the initial filing with the US Securities and Exchange Commission of a management report on such controls, in accordance with Section 404 of the US Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley Act").

Such management reports will have to be filed annually by US domestic companies and foreign private issuers with securities listed for trading in the US. They must also be attested to by the company's independent auditors.

Disclosure policy committee

Prior to the Sarbanes-Oxley Act, CP had adopted a comprehensive Disclosure and Insider Trading/Reporting policy and appointed a Disclosure Policy Committee, which reports directly to the Board, to oversee all matters relating to disclosure. The policy is reviewed and updated, as necessary, annually by the Board.

The Committee is comprised of senior legal, financial/accounting and communications officers. As part of its mandate, the Committee reviews all significant internal and external corporate communications, prior to release, for consistency with corporate messaging and compliance with disclosure requirements.​

Reporting Code Violations, And Accounting And Auditing Misconduct​

Our confidential, anonymous and independent third party administered website and hotline was established for reporting concerns related to ethical business practices, violation of Code of Business Ethics and policies, environmental and safety violations, and accounting and auditing misconduct.

If you have experienced such conduct, you are expected to bring the matter, in good faith, to our attention using the confidential website or hotline below:

Website Submission: The A-Line​
Toll Free Telephone: 1-888-279-6235

All complaints and concerns will be handled confidentially.​

Diversity At CP

Canadian Pacific is committed to increasing diversity throughout the Company. This includes striving to maintain and increase diversity at the Board level through to our executives, senior management and employees.

CP understands that a diverse and inclusive work environment provides the Company with a broader range of experience and perspectives that, in turn, creates a stronger and more successful railway.

The Company supports the principle of boardroom diversity, of which gender is one important aspect. The Corporate Governance and Nominating Committee, which is responsible for recommending director nominees to the Board, seeks to attract the highest quality of director nominees. In making recommendations, the Corporate Governance and Nominating Committee will take into account diversity considerations, such as gender, age, cultural heritage and regional representation.

CP is a member of the WXN Diversity Council of Canada, an organization that is dedicated to advancing diversity on Canadian boards. The Company is also a member of the 30% Club, a leading international organization created with the aim of developing a diverse pool of talent for all businesses through the efforts of members who are committed to better gender balance at all levels of their organizations. ​

Link to CP’s Board Diversity Policy

Link to CP’s Diversity and Inclusion initiative