| 102-18 | Governance structure | Sustainability Metrics; Governance & Ethics; Corporate Governance; 2021 Management Proxy Circular, p. 73
CP’s Corporate Governance Principles and Guidelines and Terms of Reference for the Board of Directors outline director qualifications, expectations and responsibilities as part of their tenure with CP.
The Board completes an annual director assessment to assure members’ competencies, experience and perspectives support CP achieving our goals and objectives. This assessment process typically involves an independent advisor and includes goal setting, director interviews, recommendations, committee meetings to review recommendations and committee monitoring on progress. |
| 102-19 | Delegating authority | Governance & Ethics; Corporate Governance; 2021 Management Proxy Circular, p. 72 |
| 102-20 | Executive-level responsibility for economic, environmental, and social topics | Sustainability at CP; As illustrated in its Terms of Reference, responsibilities of the Risk and Sustainability Committee include, but are not limited to: - Reviewing short- and long-term sustainability objectives and results of any internal and external stakeholder engagement
- Reviewing performance against short- and long-term sustainability objectives and reviewing CP’s plans to improve performance with respect to sustainability practices and reporting
- Reviewing strategic plans and opportunities for CP, to ensure alignment with our sustainability objectives and long-term sustainability considerations including climate change, workforce risks and supply chain risks
- Monitoring and reporting to the Board on emerging sustainability trends, risks or issues relevant to CP
At the management level, CP has a Sustainability Steering Committee that guides decisions on day-to-day sustainability tasks, programs and priorities. |
| 102-21 | Consulting stakeholders on economic, environmental, and social topics | Sustainability at CP |
| 102-22 | Composition of the highest governance body and its committees | Sustainability Metrics; 2021 Management Proxy Circular, p. 8; CP Board of Directors |
| 102-23 | Chair of the highest governance body | Governance & Ethics; 2021 Management Proxy Circular, p. 20; CP Board of Directors |
| 102-24 | Nominating and selecting the highest governance body | Governance & Ethics; Corporate Governance Principles and Guidelines; 2021 Management Proxy Circular, p. 84; |
| 102-25 | Conflicts of interest | Code of Business Ethics, p. 3; 2021 Management Proxy Circular, p. 86 |
| 102-26 | Roles of highest governance body in setting purpose, values and strategy | 2021 Management Proxy Circular, p. 73 |
| 102-27 | Collective knowledge of highest governance body | 2021 Management Proxy Circular, p. 89 |
| 102-28 | Evaluating the highest governance body's performance | Our executive compensation program supports our railway culture, and is linked to the critical metrics that drive the achievement of our strategic plan and follow through on our values. CP has established a number of sustainability performance-based compensation metrics for our CEO and executive suite, as well as management personnel.
Our short-term incentive plan (STIP), which applies to all non-unionized positions, includes annual targets for two key sustainability metrics — namely, safety and customer service. In 2020, we updated our executive short-term performance incentive program to include safety metrics related to CP’s FRA personal injury frequency and FRA train accident frequency metric, accounting for 20 percent of CP’s annual short term incentive program. Our customer service metric, Trip Plan Compliance, has a 10 percent weighting. For more information on executive compensation, see our 2021 Management Proxy Circular, p. 33, 44, 84 |
| 102-29 | Identifying and managing economic, environmental and social impacts | Sustainability at CP |
| 102-30 | Effectiveness of risk management processes | As illustrated in its Terms of Reference, responsibilities of the Risk and Sustainability Committee include, but are not limited to: - Reviewing short- and long-term sustainability objectives and results of any internal and external stakeholder engagement
- Reviewing performance against short- and long-term sustainability objectives and reviewing CP’s plans to improve performance with respect to sustainability practices and reporting
- Reviewing strategic plans and opportunities for CP, to ensure alignment with our sustainability objectives and long-term sustainability considerations including climate change, workforce risks and supply chain risks
- Monitoring and reporting to the Board on emerging sustainability trends, risks or issues relevant to CP
At the management level, CP has a Sustainability Steering Committee comprising representatives of Investor Relations, Environmental Risk, and Communications and Media Relations. This team guides decisions on CP’s day-to-day sustainability tasks, programs and priorities, and reports to the Disclosure Policy Committee, composed of the EVP and Chief Financial Officer, SVP and Chief Risk Officer, and Chief Legal Officer and Corporate Secretary. |
| 102-31 | Review of economic, environmental and social topics | Sustainability at CP |
| 102-32 | Highest governance body's role in sustainability reporting | Sustainability at CP |
| 102-33 | Communicating critical concerns | Governance & Ethics; Business Ethics Reporting Policy; 2021 Management Proxy Circular, p. 17 |
| 102-34 | Nature and total number of critical concerns | Governance & Ethics; Corporate Governance |
| 102-35 | Remuneration policies | 2021 Management Proxy Circular, p. 40 |
| 102-36 | Process for determining remuneration | 2021 Management Proxy Circular, p. 32 |
| 102-37 | Stakeholders' involvement in remuneration | 2021 Management Proxy Circular, p. 14 |
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