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

Portrait

Ms. Courville became Chair of the Board for CP on May 7, 2019 – the first-ever female to hold this position on CP’s 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 the CP Board of Directors 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 Committee.

In April 2019, Ms. Courville concluded her tenure as Chair of the Board of Directors of the Laurentian Bank of Canada. Ms. Courville, an engineer and a lawyer by training, was active for over 25 years in the energy and telecommunications sectors. She served as President of Hydro‐Québec Distribution, President of Hydro‑Québec TransÉnergie, President of Bell Canada's Enterprise Group and as President and Chief Executive Officer of Bell Nordiq Group.

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

Ms. Courville’s diverse experiences are an asset for CP as she brings a depth of knowledge and expertise from other capital-intensive, heavily regulated industries. These experiences allow Ms. Courville to bring a unique perspective to her role at CP.

* Member of the Audit and Finance Committee, member of the Corporate Governance and Nominating Committee, member of the Management Resources and Compensation Committee and member of Risk and Sustainability Committee

John R. Baird​, Director

Portrait

The Honourable John Baird most recently served as a Member of Parliament of Canada until March of 2015. He was elected in the House of Commons in 2006 and was re-elected in 2008 and 2011. As a Member of Parliament he was the President of the Treasury Board, Minister of the Environment, Minister of Transport, Infrastructure and Communities, the Government House Leader and, most recently, the Minister of Foreign Affairs until February 2015.

Prior to being elected as a MP, Mr. Baird was a Member of the Legislative Assembly of Ontario, during which time he served in a number of capacities including Minister of Community and Social Services, Minister Responsible for Children, Minister of Francophone Affairs, Deputy House Leader, Chief Government Whip, Minister of Energy and Government House Leader.

Mr. Baird holds an Honours Bachelor of Arts degree in political studies from Queen's University. He was designated as a Privy Councillor in 2006.

*Member of the Management Resources and Compensation Committee and the Risk and Sustainability Committee

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

Portrait

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.

Mr. Creel holds a Bachelor of Science in Marketing from Jacksonville State University. He also completed the Advanced Management Program at the 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.

Jill Denham, Director

Portrait

Ms. Denham joins the CP board after a career spent in senior roles in the financial services industry. She was the Vice Chair Retail Markets at Canadian Imperial Bank of Commerce (CIBC) from 2001 through 2005 and the Managing Director Head of Commercial Banking and E-Commerce at the bank from 1999 to 2001. Prior to that, Ms. Denham served CIBC overseas in London, UK as the Managing Director Head from 1995. She entered the financial services industry in 1983.

Ms. Denham currently serves as Chair of the Board at Morneau Shepell and at Munich Reinsurance Canada. She is also a board member at National Bank of Canada and Kinaxis Inc.

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

Edward R. Hamberger, Director

Portrait

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

Mr. Hamberger has over 40 years of experience in public policy and private legal practice, having worked in 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 managing partner at Baker, Donelson, Bearman & Caldwell 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.

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 during that same period. He received his Juris Doctor and a Master of Science and Bachelor of Science 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

Portrait

Ms. MacDonald is a founder and current Executive Chair of Just Energy Group Inc., a Toronto-based independent marketer of deregulated gas and electricity. Ms. MacDonald has been a director of Just Energy since 2001 and has held the position of Executive Chair since 2007. She served as President and Chief Executive Officer of Just Energy prior to becoming Executive Chair in 2007. In 1989, Ms. MacDonald founded Energy Marketing Inc., and in 1995 founded another company 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 previously a member of the Board of Governors of the Royal Ontario Museum.

Ms. MacDonald holds an honorary LLD degree from the University of Victoria.

* Chair of the Corporate Governance and Nominating Committee and member of the Management Resources and Compensation Committee

Edward Monser, Director

Portrait

Mr. Monser began his engineering career in 1981 and has served as an executive vice-president, chief operating officer, and president at Emerson, a global technology and engineering company. At Emerson, he helped drive the company's international growth. Mr. Monser retired as the president of Emerson, in October 2018.

Mr. Monser serves on the advisory Economic Development Board for China's Guangdong Province. He is a past board member and past vice-chairman of the U.S.-China Business Council. He is also active in promoting international understanding and trade as a member and current 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's degree in electrical engineering from the Illinois Institute of Technology and a bachelor's degree in 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

Portrait

Mr. Paull was 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 effective 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 director of Air Products & Chemicals Corporation since September 2013 and currently chairs the Audit & Finance Committee. He is also a member of the Advisory Board of Pershing Square Capital Management, L.P.

Mr. Paull was previously a director of KapStone Paper and Packaging Corporation (NYSE: KS) from 2010 to 2018. He served as a director and a member of the Audit Committee of Best Buy Co. (NYSE: BBY) from 2003 through April 2013, as its Lead Independent Director from 2010 through April 2013, and served as Chair of its Finance and Investment Policy Committee.

Mr. Paull holds a Bachelor of Arts degree and a Master's in Accounting Science degree 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

Portrait

Ms. Peverett is a member of the Board of Directors of Canadian Imperial Bank of Commerce (CIBC), the Northwest Natural Gas Company and Capital Power Corporation.

She most recently served as President and Chief Executive Officer from 2005 to 2009 and Chief Financial Officer from 2003 to 2005 of British Columbia Transmission Corporation. She was the Chief Executive Officer of Union Gas Ltd. from 2001 to 2003. She is an executive committee member for the Institute of Corporate Directors, BC Chapter and a Fellow of the Society of Management Accountants..

Ms. Peverett holds a Bachelor of Commerce from McMaster University, an MBA from Queen's University and is a Certified Management Accountant.

* Chair of the Audit and Finance Committee and member of the Corporate Governance and Nominating Committee

Andrea Robertson, Director

Portrait

Ms. Robertson is the current president and CEO 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 is invaluable and further strengthens the collective capabilities of CP’s Board.

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

Ms. Robertson holds a Bachelor of Nursing and Master of Health Administration. She has completed executive fellowships at Wharton University and Ivey Business School, as well as an executive leadership program at Harvard University.

*Member of the Corporate Governance and Nominating Committee and the Management Resources and Compensation Committee

Gordon Trafton, Director

Portrait

Mr. Trafton joined CP’s board on January 1, 2017. In 2010, Mr. Trafton retired from his position of special advisor to the Canadian National (CN) leadership team. From 2003 to 2009, he successively served as CN's Senior Vice-President Strategic Acquisitions and Integration and as Senior Vice-President Southern Region. Before joining CN, he held a number of leadership positions with Illinois Central Railroad and Burlington Northern Railroad.

Mr. Trafton holds a Bachelor of Science, Transportation Management from the Leeds School of Business at the University of Colorado Boulder and now serves as a director of the Leeds School of Business Board of Alumni and Friends. Over the past seven years, he has served on four additional nonprofit education boards.

* Chair of the Risk and Sustainability Committee and member of the Corporate Governance and Nominating Committee

Committee Composition

Independent Audit and Finance Committee Corporate Governance and Nominating Committee Management Resources and Compensation Committee Risk and Sustainability Committee
Isabelle Courville
John R. Baird    
Keith Creel          
Jill Denham    
Edward R. Hamberger    
Rebecca MacDonald    
Edward Monser    
Matthew Paull    
Jane Peverett    
Andrea Robertson    
Gordon Trafton    
Chair Member
Independent
John R. Baird
Isabelle Courville
Jill Denham
Rebecca MacDonald
Edward Monser
Matthew Paull
Jane Peverett
Gordon Trafton
Audit and Finance Committee
Isabelle Courville
Jill Denham
Edward Monser
Jane Peverett
Corporate Governance and Nominating Committee
Isabelle Courville
Jane Peverett
Rebecca MacDonald
Gordon Trafton
Management Resources and Compensation Committee
John Baird
Isabelle Courville
Rebecca MacDonald
Edward Monser
Matthew Paull
Risk and Sustainability Committee
John R. Baird
Isabelle Courville
Jill Denham
Matthew Paull
Gordon Trafton
Chair Member
Courriel : inquiries@canstockta.com.

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 founding member of the Canadian Board Diversity Council, 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. ​