Canadian National Railway Company
Proposal 1A
Election of Directors Election of Director: Shauneen Bruder
Caisse vote:
For
Applicable policy or principle:
PC_04_01
Proposal 1B
Election of Director: Jo-ann dePass Olsovsky
Caisse vote:
For
Applicable policy or principle:
PC_04_01
Proposal 1C
Election of Director: David Freeman
Caisse vote:
For
Applicable policy or principle:
PC_04_01
Proposal 1D
Election of Director: Denise Gray
Caisse vote:
For
Applicable policy or principle:
PC_04_01
Proposal 1E
Election of Director: Justin M. Howell
Caisse vote:
For
Applicable policy or principle:
PC_04_01
Proposal 1F
Election of Director: Susan C. Jones
Caisse vote:
For
Applicable policy or principle:
PC_04_01
Proposal 1G
Election of Director: Robert Knight
Caisse vote:
For
Applicable policy or principle:
PC_04_01
Proposal 1H
Election of Director: Kevin G. Lynch
Caisse vote:
Withold
Caisse analysis:
CDPQ deplores the absence of French-speaking directors on the board of CN. The charter of the Governance, Sustainability and Safety Committee provides that its members are responsible for determining the composition of the Board. CDPQ does not support the re-election of Kevin Lynch, who is a long-standing member of this committee.
Applicable policy or principle:
PC_04_01
Proposal 1I
Election of Director: Margaret A. McKenzie
Caisse vote:
For
Applicable policy or principle:
PC_04_01
Proposal 1J
Election of Director: Robert L. Phillips
Caisse vote:
Withold
Caisse analysis:
CDPQ deplores the absence of French-speaking directors on the board of CN. The charter of the Governance, Sustainability and Safety Committee provides that its members are responsible for determining the composition of the Board. Robert Phillips was a long-standing member of the committee and acted as its Chair until he left the committee in the course of 2021. CDPQ does not support the re-election of Mr. Phillips as a director of CN.
Applicable policy or principle:
PC_04_01
Proposal 1K
Election of Director: Tracy Robinson
Caisse vote:
For
Applicable policy or principle:
PC_04_01
Proposal 2
Appointment of KPMG LLP as Auditors
Caisse vote:
For
Applicable policy or principle:
PC_05
Proposal 3
Non-Binding Advisory Resolution to accept the approach to executive compensation disclosed in the management information circular, the full text of which resolution is set out on p. 11 of the management information circular.
Caisse vote:
For
Applicable policy or principle:
PC_06_06
Proposal 4
Non-Binding Advisory Resolution to accept Canadian National Railway Company's Climate Action Plan as disclosed in the management information circular, the full text of which resolution is set out on p. 11 of the management information circular.
Caisse vote:
For
Applicable policy or principle:
PC_12