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.