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.
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:
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.
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.
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:
The A-Line Toll Free Telephone: 1-888-279-6235
All complaints and concerns will be handled confidentially.
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, create a stronger and more successful railway.
The Corporation 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, a leading Canadian organization that is dedicated to advancing diversity on Canadian boards by advocating for increased diversity and through research and tracking of the progress of Canadian Companies.