Share this page

Governance

Board Mandate

Our Board represents our shareholders and is the decision-making body for all matters deemed material to the business. The Board supervises the management of CN's business affairs, with the objective of increasing shareholder value.

In advising management on significant business issues, the Board has formal responsibility for:

  • Approving CN's strategy
  • Assessing and overseeing the succession planning of executive management
  • Monitoring corporate governance issues
  • Monitoring financial matters and internal controls
  • Monitoring pension fund matters
  • Monitoring environmental, safety and security matters

For more detailed information on these responsibilities, refer to the Management Information Circular.

Please refer to the section Mandate of the Board in CN's Corporate Governance Manual (PDF).

Board Committees

Meet our Board of Directors, some of today’s strongest business leaders and governmental officials — and the engines of a proactive governance culture at CN that has consistently adopted industry-leading standards.

The Board has subdivided its supervision mandate into six areas and has established committees that have certain responsibilities for these areas. These committees are:

Robert Pace, D. COMM., C.M.
Chair of the Board
Canadian National Railway Company
President and Chief Executive Officer
The Pace Group
Committees: 3, 4, 5, 7
Donald J. Carty, O.C., LL.D.

Retired Chairman and Chief Executive Officer
American Airlines 
Committees: 1(C), 3, 5, 6, 7


V. Maureen Kempston Darkes, O.C., D. COMM., LL.D.
Retired Group Vice-President
General Motors Corporation
and President
GM Latin America,
Africa and Middle East
Committees: 1, 2, 3, 5(C), 7
Edith E. Holiday
Former General Counsel,
United States Treasury Department
and Secretary of the Cabinet
The White House
Committees: 1, 2, 6, 7, 8(C)

Ambassador Gordon D. Giffin
Partner
Dentons U.S. LLP
Committees: 1, 4, 6(C), 7, 8
The Honourable Denis Losier, P.C., LL.D., C.M.
Retired President and Chief Executive Officer
Assumption Life
Committees: 3(C), 4, 6, 7, 8

The Honourable Kevin G. Lynch, P.C., O.C., PH.D., LL.D.

Vice-Chair
BMO Financial Group
Committees: 2(C), 3, 6, 7, 8

Luc Jobin
President and Chief Executive Officer
Canadian National Railway Company
Committees: 4(C), 7
James E. O'Connor

Retired Chairman and CEO
Republic Services, Inc.
Committees: 1, 2, 5, 6, 7(C)

Robert L. Phillips
President
R.L. Phillips Investments Inc.
Committees: 1, 3, 5, 6, 7
Laura Stein
Executive Vice-President – General Counsel & Corporate Affairs
The Clorox Company
Committees: 1, 2, 5, 6, 7



Committees:

  1. Audit (PDF)
  2. Finance (PDF)
  3. Corporate Governance and Nominating (PDF)
  4. Donations and Sponsorships Committee (PDF)
  5. Environment, Safety and Security (PDF)
  6. Human Resources and Compensation (PDF)
  7. Strategic Planning (PDF)
  8. Investment Committee of CN's Pension Trust Funds (PDF)

(C) Denotes chairman of the committee