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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 eight 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(C), 5, 7
Jean-Jacques Ruest
President and Chief Executive Officer
Canadian National Railway Company
Committees: 4, 8

Shauneen Bruder
Retired Executive Vice-President, Operations
Royal Bank of Canada
Committees: 1(C), 4, 5, 6
Donald J. Carty, O.C., LL.D.
Retired Chairman and Chief Executive Officer
American Airlines
Committees: 1, 5, 6, 7, 8

Ambassador Gordon D. Giffin
Dentons U.S. LLP
Committees: 2(C), 4, 5, 8
Julie Godin
Co-Chair of the Board and Executive Vice-President, Strategic Planning and Corporate Development
CGI Inc.
Committees: 2, 3, 6, 7

Edith E.Holiday
Former General Counsel,
United States Treasury Department
and Secretary of the Cabinet
The White House
Committees: 1, 2, 4, 8(C)
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, 7(C), 8

The Honorable Denis Losier, P.C., LL.D., C.M
Retired President and Chief Executive Officer
Assumption Life
Committees: 2, 4, 7, 8
The Honorable Kevin G. Lynch, P.C., O.C., PH.D, LL.D.
Retired Vice-Chair
BMO Financial Group
Committees: 1, 3, 6(C), 7, 8

Margaret A. McKenzie
Founder and former Chief Financial Officer
Range Royalty Management Ltd.
Committees: 2, 3, 5, 6, 7
James E. O'Connor
Retired Chairman and CEO
Republic Services, Inc.
Committees: 1, 2, 3, 5

Robert L. Phillips
R.L. Phillips Investments Inc.
Committees: 2, 3(C), 5, 6
Laura Stein
Executive Vice-President – General Counsel & Legal Affairs
Mondelēz International
Committees: 1, 2, 5(C), 6


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

(C) Denotes chairman of the committee