For
the fiscal year ended: December 31,
2007
|
Commission
File Number:
1-2413
|
Canada
|
4011
|
E.I.
980018609
|
||
(Jurisdiction
of
incorporation
or organization)
|
(Primary
Standard Industrial
Classification
Code Number)
|
(I.R.S.
Employer
Identification
No.)
|
||
935
de La Gauchetiere Street West
Montreal,
Quebec
Canada
H3B 2M9
(514)
399-7091
|
||||
(Address,
including zip code, and telephone number including area code, of
Registrant’s principal executive offices)
|
||||
CT
Corporation System
111
Eighth Avenue
New
York, N.Y. 10011
(212)
894-8600
|
||||
(Name,
address, including zip code, and telephone number, including
area code, of agent for service in the United
States)
|
Title
of each class
Common
shares
|
Name
of each exchange on which registered
New
York Stock Exchange
Toronto
Stock Exchange
|
[X]
Annual information form
|
[ ]
Audited annual financial statements
|
Year
ended December 31,
|
2007(1)
(CAD$)
|
2006(1)
(CAD$)
|
Audit
fees
|
$3,
170,000
|
$3,009,000
|
Audit-related
fees
|
1,371,000
|
930,000
|
Tax
fees
|
603,000
|
479,000
|
Other
fees
|
—
|
—
|
Total
|
$5,144,000
|
$4,418,000
|
(1)Fees
rounded to the nearest thousand.
|
In millions |
Total
|
2008
|
2009
|
2010
|
2011
|
2012
|
2013
&
thereafter |
|||||||||||||||||||||
Long-term
debt obligations(a)
|
$ |
4,512
|
$ |
170
|
$ |
299
|
$ |
-
|
$ |
517
|
$ |
-
|
$ |
3,526
|
||||||||||||||
Interest
on long-term obligations
|
5,428
|
277
|
267
|
254
|
252
|
223
|
4,155
|
|||||||||||||||||||||
Capital
lease obligations(b)
|
1,620
|
145
|
165
|
100
|
164
|
75
|
971
|
|||||||||||||||||||||
Operating
lease obligations(c)
|
879
|
152
|
125
|
106
|
84
|
68
|
344
|
|||||||||||||||||||||
Purchase
obligations(d)
|
952
|
492
|
156
|
108
|
52
|
36
|
108
|
|||||||||||||||||||||
Other
long-term liabilities reflected on the balance sheet
|
950
|
73
|
60
|
51
|
44
|
41
|
681
|
|||||||||||||||||||||
Total
obligations
|
$ |
14,341
|
$ |
1,309
|
$ |
1,072
|
$ |
619
|
$ |
1,113
|
$ |
443
|
$ |
9,785
|
(a)
|
Presented
net of unamortized discounts, of which $836 million relates to
non-interest bearing Notes due in 2094, and excludes capital lease
obligations of $1,105 million which are included in “Capital lease
obligations.”
|
(b)
|
Includes
$1,105 million of minimum lease payments and $515 million of imputed
interest at rates ranging from 3.0% to 7.9%.
|
(c)
|
Includes
minimum rental payments for operating leases having initial non-cancelable
lease terms of one year or more. The Company also has operating
lease agreements for its automotive fleet with minimum one-year
non-cancelable terms for which its practice is to renew monthly
thereafter. The estimated annual rental payments for such
leases are approximately $30 million and generally extend over five
years.
|
(d)
|
Includes
commitments for railroad ties, rail, freight cars, locomotives and
other
equipment and services, and outstanding information technology service
contracts and licenses.
|
(e)
|
Includes
expected payments for workers’ compensation, workforce reductions,
postretirement benefits other than pensions and environmental liabilities
that have been classified as contractual settlement
agreements.
|
Annual
Information
Form |
Management's
Discussion
&
Analysis
Incorporated
by
Reference
|
|||
Item
1
|
General
Information
|
3
|
||
Item
2
|
Incorporation
|
3
|
||
2.1
|
Incorporation
of the
Issuer
|
3
|
||
2.2
|
Subsidiaries
|
4
|
||
Item
3
|
General
Development of the
Business
|
4
|
||
3.1
|
General
Development of the
Business During the Last Three Years
|
4
|
||
3.2
|
Anticipated
Developments
|
10
|
1-3
|
|
Item
4
|
Description
of the
Business
|
11
|
||
4.1
|
Overview
|
11
|
||
4.2
|
Commodity
Groups
|
11
|
5-9
|
|
4.3
|
Competitive
Conditions
|
11
|
32-33
|
|
4.4
|
Labor
|
11
|
34-35
|
|
4.5
|
Social
Policies
|
11
|
||
4.6
|
Regulation
|
12
|
35-37
|
|
4.7
|
Environmental
Matters
|
14
|
27,
28,
33
|
|
4.8
|
Legal
Matters
|
15
|
||
4.9
|
Risk
Factors
|
16
|
32-37
|
|
Item
5
|
Dividends
|
16
|
||
Item
6
|
Description
of Capital
Structure
|
17
|
||
6.1
|
General
Description of Capital
Structure
|
17
|
||
6.2
|
Share
Ownership
Constraints
|
17
|
||
6.3
|
Ratings
of Debt
Securities
|
18
|
||
Item
7
|
Transfer
Agent and
Registrar
|
19
|
||
Item
8
|
Market
for
Securities
|
19
|
||
8.1
|
Trading
Price and
Volume
|
19
|
||
8.2
|
Prior
Sales
|
20
|
||
Item
9
|
Directors
and Executive
Officers
|
20
|
||
9.1
|
Directors
|
20
|
||
9.2
|
Audit
Committee
Disclosure
|
22
|
||
9.3
|
Executive
Officers
|
25
|
||
9.4
|
Cease
Trade Orders, Bankruptcies,
Penalties or Sanctions
|
26
|
||
Item
10
|
Interest
of
Experts
|
27
|
||
Item
11
|
Additional
Information
|
27
|
||
Schedule A
|
Charter
of the Audit
Committee
|
28
|
Name
|
Jurisdiction
of
Incorporation
|
Grand
Trunk
Corporation
|
Delaware
|
Grand
Trunk
Western Railroad Incorporated (“GTW”)
|
Delaware
|
Illinois
Central Corporation (“IC”)
|
Delaware
|
Illinois
Central Railroad Company (“ICRR”)
|
Illinois
|
Wisconsin
Central Transportation Corporation (“WC”)
|
Delaware
|
Wisconsin
Central Limited
|
Illinois
|
·
|
In
June 2007,
CN and Kansas City Southern Railway (“KCS”) concluded a routing protocol
to streamline the interchange of traffic in a way that reduces
both miles
and handlings.
|
·
|
In
November
2007, CN and Canadian Pacific Railway Company (“CPR”) concluded a routing
protocol to expedite the exchange of interline freight traffic
at key
gateways in both Canada and the
U.S.
|
1.
|
To
integrate environmentally
responsible actions throughout all significant aspects of CN’s
activities.
|
2.
|
To
respect the applicable laws and
regulations and adopt the required standards, procedures, contingency
measures and management systems in order to ensure CN operations
are
managed safely, ecologically and in a sustainable
way.
|
3.
|
To
take necessary measures in
order to prevent pollution, to conserve and use rationally the
natural
resources required for CN operations and implement relevant emergency
response plans and
procedures.
|
4.
|
To
take active
measures to reduce green house gas emissions while facilitating
the shift
of traffic to rail from less environmentally efficient modes of
transportation.
|
5.
|
To
communicate to management,
employees and contractors CN’s commitment to improving health, safety and
the environment and to providing training adapted to their
needs.
|
6.
|
To
systematically evaluate CN’s
environmental performance through appropriate audits and report
progress.
|
Dominion
Bond
Rating
Service
|
Moody’s
Investors
Service
|
Standard
&
Poor’s
|
|
Long-Term
Debt
|
A
(low)
|
A3
|
A-
|
Commercial
Paper
|
R-1
(low)
|
Not
rated
|
A-2
|
·
|
Long-term
debt
rated A is of satisfactory credit quality. Protection of interest
and
principal is still substantial, but the degree of strength is less
than AA
rated securities. While “A” is a respectable rating, entities in this
category are considered to be more susceptible to adverse economic
conditions and have greater cyclical tendencies than higher-rated
securities. This rating falls within the third highest of DBRS’s ten
long-term debt rating categories which range from “AAA” to “D”. Reference
to “low” denotes a standing in the lower end of a rating
category.
|
·
|
Commercial
paper rated R-1 (low) is of satisfactory credit quality. The overall
strength and outlook for key liquidity, debt, and profitability
ratios is
not normally as favourable as with higher rating categories, but
these
considerations are still respectable. Any qualifying negative factors
that
exist are considered manageable, and the entity is normally of
sufficient
size to have some influence in its industry. This rating falls
within the
third highest of DBRS’s ten short-term debt rating categories which range
from “R-1 (high)” to “D”.
|
·
|
Long-term
debt
obligations rated A are considered upper-medium grade and are subject
to
low credit risk. This rating falls within the third highest of
Moody’s
nine generic long-term obligation rating categories which range
from “Aaa”
to “C”. The modifier “3” indicates a ranking in the lower end of that
generic rating category.
|
·
|
Long-term
debt
obligations rated A are somewhat more susceptible to the adverse
effects
of changes in circumstances and economic conditions than obligations
in
higher rated categories. The obligor’s capacity to meet its financial
commitment on the obligations is, however, still strong. This rating
falls
within the third highest of S&P’s ten major long-term credit rating
categories which range from “AAA” to “D”. The minus (-) sign indicates a
standing in the lower end within a major
category.
|
·
|
Commercial
paper rated A-2 is somewhat more susceptible to the adverse effects
of
changes in circumstances and economic conditions than obligations
in
higher rating categories. However, the obligor’s capacity to meet its
financial commitment on the obligation is satisfactory. This rating
falls
within the second highest in S&P’s six short-term credit rating
categories which range form “A-1” to
“D”.
|
MONTH
|
HIGH
|
LOW
|
VOLUME
|
January
|
53.99
|
48.89
|
31,808,587
|
February
|
55.48
|
51.07
|
27,026,339
|
March
|
54.00
|
50.25
|
28,848,934
|
April
|
57.73
|
50.44
|
33,747,223
|
May
|
60.00
|
55.01
|
24,479,653
|
June
|
59.26
|
52.41
|
30,717,107
|
July
|
61.00
|
54.36
|
39,090,514
|
August
|
57.20
|
49.34
|
35,811,843
|
September
|
58.76
|
54.67
|
27,906,796
|
October
|
57.13
|
49.77
|
48,943,101
|
November
|
52.81
|
45.17
|
32,461,057
|
December
|
52.61
|
46.00
|
31,167,430
|
Security
|
Notes
|
Debentures
|
Size
of
Offering:
|
U.S.$250,000,000
|
U.S.$300,000,000
|
Maturity
Date:
|
November
15,
2017
|
November
15,
2037
|
Coupon
Rates:
|
5.85%
|
6.375%
|
Net
Proceeds
of Issue:
|
U.S.$247,582,500
|
U.S.$296,604,000
|
Public
Offering Price:
|
99.683%
per
note
|
99.743%
per
debenture
|
Application
of
Proceeds:
|
Reduce
accounts receivable securitization program and repay a portion
of
outstanding commercial paper.
|
Name
and Province or State of
Residence |
Date
of First Election
to Board |
Principal
Occupation within the Preceding Five
Years |
||
Michael
R.
Armellino, CFA
New
Jersey,
U.S.A.
|
May
7,
1996
|
Retired
Partner, The Goldman Sachs Group, LP
(investment
bank)
|
||
A.
Charles
Baillie, O.C., LL.D.
Ontario,
Canada
|
April
15,
2003
|
Retired
Chairman and Chief Executive Officer,
The
Toronto-Dominion Bank (bank)
|
||
Hugh
J.
Bolton, FCA
Alberta,
Canada
|
April
15,
2003
|
Chairman,
Epcor Utilities Inc. (energy and energy-related services
provider)
|
||
J.V.
Raymond
Cyr, O.C., LL.D.
Québec,
Canada
|
March
29,
1995
|
Chairman,
PolyValor Inc.
(University
research valorization fund)
|
||
Ambassador
Gordon D. Giffin
Georgia,
U.S.A.
|
May
1,
2001
|
Senior
Partner, McKenna Long & Aldridge (law firm)
|
||
James
K. Gray,
O.C., A.O.E., LL.D.,
Alberta,
Canada
|
July
4,
1996
|
Corporate
Director and Former Chairman and Chief Executive Officer, Canadian
Hunter
Exploration Ltd. (natural gas company)
|
||
E.
Hunter
Harrison
Florida,
U.S.A.
|
December
7,
1999
|
President
and
Chief Executive Officer, CN; Executive Vice-President and Chief
Operating Officer, CN
|
||
Edith
E.
Holiday
District
of
Columbia, U.S.A.
|
June
1,
2001
|
Corporate
Director and Trustee, and former General Counsel, United States
Treasury Department and Secretary of Cabinet,
The
White
House
|
||
V.
Maureen
Kempston Darkes, O.C.,
D. Comm. LL.D. Florida,
U.S.A.
|
March
29,
1995
|
Group
Vice-President and President Latin America, Africa and Middle East,
General Motors Corporation (automotive
manufacturer)
|
||
|
||||
Robert
H.
Lee, C.M., O.B.C., LL.D.
British
Columbia, Canada
|
April
21,
2006
|
Chairman,
Prospero Group of Companies (real estate investment, financing, sales
and property management group of companies)
|
||
Denis
Losier,
LL.D.
New
Brunswick,
Canada
|
October
25,
1994
|
President
and
Chief Executive Officer, Assumption
Life (life insurance company)
|
||
The
Hon.
Edward C. Lumley, P.C., LL.D.
Ontario,
Canada
|
July
4,
1996
|
Vice-Chair,
BMO Capital Markets (investment bank)
|
||
David
G.A.
McLean, O.B.C., LL.D.,
British
Columbia, Canada
|
August
31,
1994
|
Chair
and
Chief Executive Officer, The McLean Group (real estate investment,
film
and television facilities, communications and helicopter
charters)
|
||
Robert
Pace
Nova
Scotia,
Canada
|
October
25,
1994
|
President
and
Chief Executive Officer,
The
Pace Group
(private holding company)
|
Fees
|
2007(1)
|
2006(1)
|
|
Audit
|
$3,170,000
|
$3,009,000
|
|
Audit
Related
|
1,371,000
|
930,000
|
|
Tax
|
603,000
|
479,000
|
|
Other
|
—
|
—
|
|
Total
Fees
|
$5,144,000
|
$4,418,000
|
|
(1)Fees
rounded
to the nearest thousand.
|
Name
and Province or State of Residence
|
Position
|
Principal
Occupation within
the
Preceding Five Years
|
||
E.
Hunter
Harrison
Florida,
U.S.A.
|
President
and
Chief Executive Officer
|
President
and
Chief Executive Officer; Executive Vice-President and Chief Operating
Officer
|
||
Russell
Hiscock
Québec,
Canada
|
President
and
Chief Executive Officer,
CN
Investment
Division
|
General
Manager; Manager Common Stocks (Canada), CN
Investment
Division
|
||
Keith
E.
Creel
Illinois,
U.S.A.
|
Executive
Vice-President,
Operations
|
Senior
Vice-President, Eastern Region; Senior Vice-President of the Western
Canada Region; Vice-President of the Prairie Division; General
Manager –
Michigan Zone, Midwest Division
|
||
Les
P.
Dakens
Ontario,
Canada
|
Senior
Vice-President, People
|
Senior
Vice-President, People; Senior Vice-President, Corporate
Services
|
||
Sameh
Fahmy
Alberta,
Canada
|
Senior
Vice-President, Engineering, Mechanical and Supply
Management
|
Senior
Vice-President, Engineering, Mechanical and Supply Management;
Vice-President, Engineering, Mechanical and Supply
Management
|
||
Sean
Finn
Québec,
Canada
|
Senior
Vice-President,
Public
Affairs,
Chief
Legal
Officer and Corporate Secretary
|
Senior
Vice-President Public Affairs, Chief Legal Officer and Corporate
Secretary; Chief Legal Officer and Corporate Secretary
|
||
James
M.
Foote
Illinois,
U.S.A.
|
Executive
Vice-President, Sales and Marketing
|
Executive
Vice-President, Sales and Marketing
|
||
Fred
R.
Grigsby
Québec,
Canada
|
Senior
Vice-President and Chief Information Officer
|
Senior
Vice-President and Chief Information Officer; Vice-President and
Chief
Information Officer
|
||
Stan
Jablonski
Québec,
Canada
|
Senior
Vice-President,
Sales
|
Senior
Vice-President, Sales; Vice-President, Sales; Vice-President, Forest
Products
|
||
Claude
Mongeau
Québec,
Canada
|
Executive
Vice-President and Chief Financial Officer
|
Executive
Vice-President and Chief Financial
Officer
|
Name
and Province or State of Residence
|
Position
|
Principal
Occupation within
the
Preceding Five Years
|
Jean-Jacques
Ruest
Québec,
Canada
|
Senior
Vice-President, Marketing
|
Senior
Vice-President, Marketing; Vice-President,
Marketing; Vice-President, Industrial Products; Vice-President,
Petroleum
and Chemicals
|
||
Gordon
T.
Trafton
Illinois,
U.S.A.
|
Senior
Vice-President, Southern Region
|
Senior
Vice-President, Southern Region; Vice-President, Midwest and Gulf
Divisions; Vice-President
of the
Midwest Division; Vice-President of the Wisconsin Central
Division
|
||
Jim
Vena,
Alberta,
Canada
|
Senior
Vice-President, Western Region
|
Senior
Vice-President, Eastern Region; Vice- President, Operations; Vice-President,
Champlain District; General Manager,
Prairie
|
(i)
|
Mr.
Baillie, a
Director of the Company, was a director of Dana Corporation, which
filed
voluntary petitions for reorganization under Chapter 11 of the
U.S.
Bankruptcy Code on March 3, 2006. Dana’s European, South
American, Asian-Pacific, Canadian and Mexican subsidiaries are
not
included in the Chapter 11 filing. Dana Corporation successfully
emerged
from Chapter 11 reorganization in February 2008. Mr. Baillie is
no longer
a director of Dana Corporation;
|
(ii)
|
Mr. Cyr,
a Director of the Company, was a director of Air Canada when it
voluntarily filed for protection under the Companies’ Creditors
Arrangement Act (Canada) (“CCAA”) in April 2003 and was a director of
Cable Satisfaction International Inc. when it voluntarily filed
for
protection under the CCAA in July 2003. Air Canada
successfully emerged from the CCAA proceedings and was restructured
pursuant to a plan of
|
(iii)
|
Mr. Lumley,
a Director of the Company, was a director of Air Canada when it
voluntarily filed for protection under the CCAA in April
2003. Air Canada successfully emerged from the CCAA
proceedings and was restructured pursuant to a plan of arrangement
in
September 2004. Mr. Lumley is no longer a director of Air
Canada; and
|
(iv)
|
Mr.
Claude
Mongeau, the Executive Vice-President and Chief Financial Officer
of the
Company, was acting as a director of 360networks Corporation prior
to the
latter voluntarily filing for protection under the CCAA in June
2001.
360networks Corporation underwent restructuring in 2002 and sold
its
Canadian assets to Bell Canada in November 2004. Mr. Mongeau is
no longer
a director of 360networks
Corporation.
|
1.
|
Membership
and
Quorum
|
·
|
a
minimum of
five Directors appointed by the Board;
|
·
|
only
Independent (as determined by the Board) Directors may be appointed.
A
member of the Audit Committee may not, other than in his or her
capacity
as a Director or member of a board committee and subject to the
exceptions
provided in Canadian and U.S. laws and regulations, accept directly
or
indirectly any fee from CN or any subsidiary of CN nor be an affiliated
person of CN or any subsidiary of CN;
|
·
|
each
member
must be “financially literate” (as determined by the
Board);
|
·
|
at
least one
member must be an “audit committee financial expert” (as determined by the
Board);
|
·
|
quorum
of
majority of members.
|
2.
|
Frequency
and
Timing of Meetings
|
·
|
normally
one
day prior to CN board meetings;
|
·
|
at
least five
times a year and as necessary;
|
·
|
committee
members meet before or after every meeting without the presence
of
management.
|
3.
|
Mandate
|
A.
|
Overseeing
financial reporting
|
·
|
monitoring
the
quality and integrity of CN’s accounting and financial reporting process
through discussions with management, the external auditors and
the
internal auditors;
|
·
|
reviewing
with
management and the external auditors, the annual audited financial
statements to be included in the annual report of CN, including
CN’s
MD&A disclosure and earnings press releases prior to their release,
filing and distribution;
|
·
|
reviewing
with
management and the external auditors, quarterly consolidated financial
statements of CN and accompanying information, including CN’s MD&A
disclosure and earnings press releases prior to their release,
filing and
distribution, and reviewing the level and type of financial information
provided, from time to time, to financial
markets;
|
·
|
reviewing
the
financial information contained in the annual information form
and other
reports or documents, financial or otherwise, requiring Board
approval;
|
·
|
reviewing
the
procedures in place for the review of CN’s disclosure of financial
information extracted or derived from CN’s financial statements and
periodically assessing the adequacy of those
procedures;
|
·
|
reviewing
with
the external auditors and management, the quality, appropriateness
and
disclosure of CN’s accounting principles and policies, underlying
assumptions and reporting practices, and any proposed changes
thereto;
|
·
|
reviewing
any
analysis or other written communications prepared by management,
the
internal auditors or external auditors setting forth significant
financial
reporting issues and judgments made in connection with the preparation
of
the financial statements, including analyses of the effect of alternative
generally accepted accounting principles
methods;
|
·
|
reviewing
the
external auditors’ report on the consolidated financial statements of CN
and on the financial statements of CN’s Pension Trust
Funds;
|
·
|
reviewing
the
external auditors’ quarterly review engagement
report;
|
·
|
reviewing
the
compliance of management certification of financial reports with
applicable legislation;
|
·
|
reviewing
any
litigation, claim or other contingency and any regulatory or accounting
initiatives that could have a material effect upon the financial
position
or operating results of CN and the appropriateness of the disclosure
thereof in the documents reviewed by the
Committee;
|
·
|
reviewing
the
results of the external audit, any significant problems encountered
in
performing the audit, and management’s response and/or action plan related
to any Management Letter issued by the external auditors and any
significant recommendations contained
therein.
|
B.
|
Monitoring
risk management and internal
controls
|
·
|
receiving
periodically management’s report assessing the adequacy and effectiveness
of CN’s disclosure controls and procedures and systems of internal
control;
|
·
|
reviewing
CN’s
risk assessment and risk management policies, including CN’s insurance
coverage (annually and as otherwise may be
appropriate);
|
·
|
assisting
the
Board with the oversight of CN’s compliance with applicable legal and
regulatory requirements;
|
·
|
reviewing
CN’s
delegation of financial authority;
|
·
|
making
recommendations with respect to the declaration of
dividends;
|
·
|
while
ensuring
confidentiality and anonymity, establishing procedures for the
receipt,
retention and treatment of complaints received by CN regarding
accounting,
internal accounting controls or auditing matters or employee concerns
regarding accounting or auditing
matters;
|
·
|
requesting
the
performance of any specific audit as
required.
|
C.
|
Monitoring
internal auditors
|
·
|
ensuring
that
the chief internal auditor reports directly to the Audit
Committee;
|
·
|
regularly
monitoring the internal audit function’s performance, its
responsibilities, staffing, budget and the compensation of its
members;
|
·
|
reviewing
annually the internal audit plan;
|
·
|
ensuring
that
the internal auditors are accountable to the Audit Committee and
to the
Board.
|
D.
|
Monitoring
external auditors
|
·
|
recommending
to the Board and CN’s shareholders the retention and, if appropriate, the
removal of external auditors, evaluating and remunerating them,
and
monitoring their qualifications, performance and
independence;
|
·
|
approving
and
overseeing the disclosure of all audit, review and attest services
provided by the external auditors, determining which non-audit
services
the external auditors are prohibited from providing, and pre-approving
and
overseeing the disclosure of permitted non-audit services by the
external
auditors to CN or any of its subsidiaries, in accordance with applicable
laws and regulations;
|
·
|
reviewing
recommendations to shareholders on the continued engagement or
replacement
of external auditors, for CN and CN’s Pension Trust
Funds;
|
·
|
ensuring
that
the external auditors are accountable to the Audit Committee and
to the
Board;
|
·
|
discussing
with the external auditors the quality and not just the acceptability
of
CN’s accounting principles, including (i) all critical accounting
policies
and practices used, (ii) any alternative treatments of financial
information that have been discussed with management, the ramification
of
their use and the treatment preferred by the external auditors,
as well as
(iii) any other material written communications between CN and
the
external auditors (including a disagreement, if any, with management
and
any audit problems or difficulties and management’s
response);
|
·
|
reviewing
at
least annually, a report by the external auditors describing their
internal quality-control procedures; any material issues raised
by their
most recent internal quality-control review of their firm, or peer
review,
or by any inquiry or investigation by governmental or professional
authorities, within the preceding five years, respecting one or
more
audits carried out by them, to the extent available, and any steps
taken
to deal with any such issues;
|
·
|
reviewing
at
least annually, the formal written statement from the external
auditors
stating all relationships the external auditors have with CN and
confirming their independence, and holding discussions with the
external
auditors as to any relationship or services that may impact their
objectivity or independence;
|
·
|
reviewing
hiring policies for employees or former employees of CN’s firm of external
auditors;
|
·
|
ensuring
the
rotation of lead, concurring and other audit partners, to the extent
required by Canadian Corporate Governance Standards and U.S. Corporate
Governance Standards.
|
E.
|
Evaluating
the
performance of the Audit Committee
|
·
|
ensuring
that
processes are in place to annually evaluate the performance of
the Audit
Committee.
|
CANADIAN
NATIONAL RAILWAY COMPANY
|
|||
By: |
/s/
Sean Finn
|
||
Name: |
Sean
Finn
|
||
Title: |
Senior
Vice-President Public
Affairs, Chief Legal Officer
and
Corporate
Secretary
|
||
Date:
|
February
12, 2008
|
Exhibit
No.
|
|
Description
|
|
|
|
99.1
|
|
Management's
Discussion and Analysis for the year ended December 31,
2007*
|
|
||
99.2
|
|
Audited
Annual Consolidated Financial Statements for the year ended December
31,
2007*
|
|
||
99.3
|
|
Consent
of KPMG LLP.
|
|
||
99.4
|
|
CEO
Section 302 Certification.
|
|
||
99.5
|
|
CFO
Section 302 Certification.
|
|
||
99.6
|
|
CEO
and CFO Section 906 Certification.
|
|