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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.

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 four 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: 2, 3
Jean-Jacques Ruest
President and Chief Executive Officer
Canadian National Railway Company

Shauneen Bruder
Retired Executive Vice-President, Operations
Royal Bank of Canada
Committees: 1, 2(C), 3
Julie Godin
Co-Chair of the Board and Executive Vice-President, Strategic Planning and Corporate Development
CGI Inc.
Committees: 3, 4

Denise Gray
President, LG Energy Solution Michigan Inc.
Committees: 1, 2, 3
Justin M. Howell
Senior Investment Manager, BMGI
Committees: 2, 3, 4

The Honorable Kevin G. Lynch, P.C., O.C., PH.D, LL.D.
Retired Vice-Chair
BMO Financial Group
Committees: 1, 2, 3(C)
Margaret A. McKenzie
Founder and former Chief Financial Officer
Range Royalty Management Ltd.
Committees: 1, 4

James E. O'Connor
Retired Chairman and CEO
Republic Services, Inc.
Committees: 1,4
Robert L. Phillips
R.L. Phillips Investments Inc.
Committees: 1(C),3

Laura Stein
Executive Vice-President – General Counsel & Legal Affairs
Mondelēz International
Committees: 2, 4(C)


  1. Audit, Finance and Risk
  2. Governance, Sustainability and Safety
  3. Human Resources and Compensation
  4. Pension and Investment

(C) Denotes chairman of the committee