CPKC - Governance

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 shareholder@cpkcr.com (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

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

Previously Ms. Courville served as the first-ever woman to hold the position of Chair of the Board at Canadian Pacific (CP), being appointed May 7, 2019. She was the first woman to chair the board of a Class 1 railway in North America.

Ms. Courville had 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 serves on the board of Veolia Environnement S.A. as a member of its Accounts and Audit Committee, Nominating Committee and Chair of the 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 and the Quebec Institute of Corporate Directors.

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 SNC-Lavalin Group Inc., 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 a depth of knowledge and expertise from other capital-intensive, heavily regulated industries. 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

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, Mr. 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, MPs from all parties selected him 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 Majesty King Charles III, 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.

Mr. Baird joined the Canadian Pacific board in 2015.

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

Keith Creel, President and Chief Executive Officer

Keith Creel became the first President and CEO of CPKC on April 14, 2023 with the combination of Canadian Pacific (CP) and Kansas City Southern.

Mr. Creel previously served as President and Chief Executive Officer of CP, a position he assumed in January 2017, becoming the 17th leader of CP since 1881.

Under Mr. Creel's leadership, CP achieved industry-leading safety performance and delivered more efficient ways to connect customers to domestic and global markets, playing a prominent role in connecting communities across North America.

Mr. Creel started at CP as President and Chief Operating Officer in February 2013 and joined the CP Board of Directors in May of 2015. 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. At Illinois Central Railroad he was a trainmaster and director of corridor operations prior to its merger with CN in 1999. He currently serves on the board of 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, Mr. Creel was named by Progressive Railroading as Railroad Innovator for 2014 and by Railway Age as Railroader of the Year in 2021 and co-Railroader of the Year in 2022. The Globe and Mail newspaper’s Report on Business Magazine named Mr. Creel its 2021 CEO of the Year and 2021 Strategist of the Year.

He is honored to be married to his wife of over 30 years, Ginger, and proud father of Tanner and Caitlin.

Jill Denham, Director*, Toronto, Ontario

Jill Denham 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. and earlier served as President of Merchant Banking/Private Equity. She began her career in investment banking in 1983.

Ms. Denham is a board member of Kinaxis Inc. She previously served on the boards of Canaccord Genuity, National Bank of Canada, IHS Markit Ltd, Penn West Petroleum Ltd., Calloway Real Estate Investment Trust, Ontario Teachers' Pension Plan, Lifeworks Inc. 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.

Ms. Denham joined the Canadian Pacific board in 2016.

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

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

Edward R. Hamberger served for more than two decades as the President and Chief Executive Officer of the Association of American Railroads (AAR), where he was 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 CPKC’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 Transportation Institute at the University of Denver. Between 1998 and 2019, Mr. Hamberger served as chair of the board of directors for Transportation Technology Center, Inc. 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.

Mr. Hamberger joined the Canadian Pacific board in 2019

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

Matthew Paull, Director*, Wilmette, Illinois

Matthew Paull 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.

Mr. Paull joined the Canadian Pacific board in 2016.

*Chair of the Management Resources and Compensation Committee and member of the Audit and Finance Committee.

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

Jane Peverett currently sits on the board of directors of NW Natural (formerly Northwest Natural Gas Company) chairing its Audit Committee and is a member of its Governance, Organization and Executive Compensation 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 also 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 as a board member of Canadian Imperial Bank of Commerce and 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.

Ms. Peverett joined the Canadian Pacific board in 2016.

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

Andrea Robertson, Director*, Calgary, Alberta

Andrea 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 2012.

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 CPKC'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 the 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 as well as an executive leadership program at Harvard University and received her ICD.D designation from Rotman School of Business.

Ms. Robertson joined the Canadian Pacific board in 2019.

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

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

In 2010, Gordon Trafton II 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 decade, he has also served on four additional non-profit education boards.

Mr. Trafton joined the Canadian Pacific board in 2017.

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

As part of the merger agreement with Kansas City Southern, CP agreed to bring on four directors from Kansas City Southern to its Board. The four members of the former Kansas City Southern board are presently members of the Board of CPKC’s subsidiary, Canadian Pacific Railway Company. All are expected to be nominated to the Board of CPKC at its upcoming annual meeting in June 2023.

Ambassador Antonio O. Garza (Ret.), Director

Ambassador Antonio Garza (Ret.), previously a Kansas City Southern director since 2010, is currently Counsel to the law firm of White & Case in Mexico City.

Ambassador Garza brings strong diplomatic, legal and international business skills to the board developed through his experience as an attorney, and as United States’ Ambassador to Mexico (2002-2009). The Ambassador, a native Texan, formerly served as Chairman of the Texas Railroad Commission, Texas' 99th Secretary of State and Cameron County Judge.

In addition, he has extensive experience in public policy development, strategic relationships with government officials and government relations including prior experience working with the Mexican government, which serves the Board well in its governance and strategic oversight of CPKC. The Ambassador also has a solid understanding of the company’s Mexico operations developed through his service as Chairman of the board of Kansas City Southern de México, S.A. de C.V.

The Ambassador serves as a director at MoneyGram International, a money transfer company, and The Greenbrier Companies, Inc., a transportation and freight manufacturer. He has previously been a director at Americas Technology Acquisition Corp., BBVA Compass and the U.S. holding companies of BBVA, and at Basic Energy Services and Saavi Energía de México. He has a JD (Doctor of Jurisprudence) from Southern Methodist University School of Law and BBA from the University of Texas at Austin.

Janet Kennedy, Director

Janet Kennedy, previously a Kansas City Southern director since 2019, brings experience in senior executive leadership, accounting & financial literacy, accounting & financial expertise, executive compensation/human resources, transportation industry knowledge, governance, government/regulatory affairs and legal, risk management, sales and marketing and strategic oversight.

Ms. Kennedy, as former VP, North America Regions of Google Cloud at Google, focused on helping clients to leverage disruptive thinking and emerging technologies to develop and execute their digital transformation strategies. In her role as US Digital Transformation for Microsoft Corp., Ms. Kennedy was responsible for both internal and external digital transformations for Microsoft's customers and partners.

Together with Ms. Kennedy's valuable executive leadership skills and extensive experience in compensation, business development and strategy, the experience and insights she has from these roles provide her with a unique and valuable perspective to help CPKC in this new digital age.

She has a Bachelors of Science in Industrial Management/Industrial Engineering from the Purdue University Daniels School of Business and an MBA from Queens University of Charlotte.

Henry Maier, Director

Henry Maier, previously a Kansas City Southern director since 2017, brings experience in the areas of senior executive leadership, accounting & financial literacy, executive compensation/human resources, transportation industry knowledge, governance, government/regulatory affairs and legal, risk management, sales and marketing and strategic oversight.

As the former President and Chief Executive Officer of FedEx Ground, Mr. Maier developed a deep and strong skill set relating to strategy development and execution.

Mr. Maier held various other senior executive roles in the areas of marketing, communications and strategic planning. Mr. Maier's executive leadership skills strengthens the Board's ability to oversee the execution of CPKC's strategy, including fostering a culture that demands performance excellence.

In addition, Mr. Maier has spent his entire career working in various segments of the transportation industry, giving him tremendous insight into the many areas important at CPKC. He holds a Bachelor of Arts in Economics from the University of Michigan.

David Garza-Santos, Director

David Garza-Santos, previously a Kansas City Southern director since 2016, is a business and community leader in Monterrey bringing experience in the areas of senior executive leadership, accounting and financial expertise, executive compensation, governance, government/regulatory affairs and legal, risk management and strategic oversight.

As Chairman and Chief Executive Officer of MADISA, Mr. Garza-Santos has experience in all phases of leading a company. Mr. Garza-Santos also sits on the board of directors of Promotora Ambiental, S.A.B. de C.V., a publicly-traded waste management services company based out of Monterrey, Mexico.

Mr. Garza-Santos is a recognized leader in Monterrey, which will provide CPKC with additional insight and leadership on the business and political environment both regionally in Monterrey as well as nationally across Mexico. He holds an undergraduate degree from the Instituto Technologico y de Estudios Superiores de Monterrey.

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:

Key Governance Documents

Date Download Description

April 14, 2023 Certificate of Amendment and Articles of Incorporation CPKC April 14 2023

February 22, 2023 CP Code of Ethics

February 13, 2023 KC US Code of Ethics

February 7, 2023 Code of Ethics for Chief Executive Officer and Senior Financial Officers

February 1, 2023 Business Ethics Reporting Policy

January 31, 2017 Restated certificate and articles of incorporation

January 27, 2017 Certificate of Amendment CP Rail Stock Split May 5 2021

January 25, 2017 By-Law No. 1

January 18, 2017 By-Law No. 2

November 4, 2016 CEO & senior financial officers code of ethics

November 1, 2016 Corporate Governance Principles and Guidelines

October 30, 2016 Board Diversity Policy

October 14, 2016 Disclosure and Insider Trading/Reporting Policy

Terms of Reference & Mandates

Date Download Description

December 21, 2019 Board Chair Mandate

December 20, 2019 Mandate of Committee Chairs

December 19, 2019 CEO Position Description

July 20, 2019 Terms of Reference – Board of Directors

July 15, 2019 Terms of Reference – Audit and Finance Committee

April 30, 2019 Terms of Reference - Corporate Governance, Nominating and Social Responsibility Committee

April 15, 2019 Terms of Reference - Management Resources & Compensation Committee

March 1, 2019 Terms of Reference – Risk and Sustainability Committee

February 1, 2019 Terms of Reference - Integration Committee

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

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

Corporate Governance

Board of Directors

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

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