Board Mandate and Committees

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 of Directors


The Board has subdivided its supervision mandate into four areas and has established committees that have certain responsibilities for these areas. The members of the board are listed below:

  CN Announces Change in Board of Directors – The Honorable Kevin G. Lynch (PDF)

Shauneen Bruder
Chair of the Board
Retired Executive Vice-President, Operations
Royal Bank of Canada
Committees: 1, 2, 3, 4
Tracy Robinson
President and Chief Executive Officer
Canadian National Railway Company

Jo-ann dePass Olsovsky
Retired Executive Vice President and Chief Information Officer
Committees: 1, 3(C)
David Freeman
Former Executive Vice President of Operations
Committees: 2, 4

Denise Gray
Director, External Affairs & Government Relations, North America,
LG Energy Solution Michigan Inc.
Committees: 1,2(C)
Justin M. Howell
Senior Investment Manager
Cascade Asset Management Co.
Committees: 2, 3, 4(C)

Susan C. Jones
Corporate Director
TC Energy
Committees: 3, 4
Robert Knight
Former Chief Financial Officer
Union Pacific Corporation
Committees: 1, 3

Michel Letellier
President and Chief Executive Officer
Innergex Renewable Energy Inc.
Committees: 1, 2
Margaret A. McKenzie
Corporate Director
PrairieSky Royalty Ltd
Committees: 1(C), 2, 4

Al Monaco
Former President and Chief Executive Officer
Enbridge Inc.

Committees and Mandates:

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

(C) Denotes chairman of the committee