Corporate Governance

CPKC 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.

CPKC's corporate governance practices are consistent with all applicable Canadian and U.S. regulatory guidelines and standards. As CPKC's securities are listed on the New York Stock Exchange (the "NYSE"), and the Toronto Stock Exchange (TSX), CPKC 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 CPKC 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 Chair of the Board by sending an email to (Attention: Chair of the Board) or by delivering a sealed envelope, marked “confidential”, to:

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

Board of Directors

Committee Composition

Key Governance Documents

CPKC is one of Canada's oldest and most recognizable companies. We take pride in CPKC'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 CPKC employees every day. Choose from the list below to review the policies and guidelines that govern CPKC:

Financial Reporting, Internal Controls, Disclosure Controls & Procedures​

In 2002, CPKC 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 CPKC officers.

Since then, CPKC 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, CPKC 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: CPKC Ethics Line
Toll Free Telephone Canada/U.S: 1-888-279-6235
Toll Free Telephone Mexico: +52-01-800-777-0424

All complaints and concerns will be handled confidentially.​

Diversity At CPKC

CPKC 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.

CPKC 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, Nominating and Social Responsibility 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, Nominating and Social Responsibility Committee will take into account diversity considerations, such as gender, age, cultural heritage and regional representation.

CPKC 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 CPKC’s Board Diversity Policy

Link to CPKC’s Diversity and Inclusion initiative