Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F | Form 40-F X |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes | No X |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes | No X |
Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes | No X |
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
1. |
Code of
Business Conduct
|
Canadian National Railway Company | |||||
Date: March 27, 2009 | By: | /s/ Cristina Circelli | |||
Name: |
Cristina
Circelli
|
||||
Title: |
Deputy
Corporate Secretary and
General
Counsel
|
CODE
OF BUSINESS CONDUCT TABLE OF
CONTENTS 1
|
Stock
|
||||||
28
|
PUTTING
OUR
REPUTATION
FIRST
|
|||||
28
|
Conflicts
of Interest
|
|||||
34
|
Competition
and Anti-Trust
|
|||||
37
|
International
Operations
|
|||||
2
|
A
message from the President
|
and
Trade Controls
|
||||
and
CEO
|
||||||
40
|
SAFEGUARDING
|
|||||
4
|
GETTING
ON BOARD
|
WHAT'S
OURS
|
||||
4
|
Getting
Help on Matters
|
42
|
Confidentiality
|
|||
Covered
in this Code
|
44
|
Compliance
with Insider
|
||||
5
|
What
this Code Means to You
|
Trading
and Other Legal
|
||||
6
|
Who
is subject to this Code
|
Requirements
|
||||
7
|
Waivers
|
47
|
Corporate
Disclosure
|
|||
48
|
Financial
Records Integrity
|
|||||
8
|
KNOWLEDGE
AND ACTION
|
50
|
Information
Security
|
|||
9
|
Employee
Responsibilities
|
52
|
Records
and Document
|
|||
10
|
Additional
Responsibilities
|
Retention
|
||||
for
Leaders
|
||||||
12
|
Duty
to Report Code Violations
|
54
|
MAKING
A DIFFERENCE
|
|||
54
|
Community
Activities
|
|||||
14
|
RUNNING
OUR RAILROAD
|
and
Investment
|
||||
14
|
CN’s
Principles
|
56
|
Political
Activities
|
|||
14
|
CN’s
General Business Tenets
|
|||||
15
|
Communication
of Corporate
|
62
|
A
DUTY TO REPORT
|
|||
Information
|
62
|
Compliance
Standards
|
||||
and
Procedures
|
||||||
16
|
RESPECT
IN THE WORK
|
63
|
Reporting
Accounting
|
|||
ENVIRONMENT
|
and
Auditing Matters
|
|||||
16
|
Safety
and Security
|
63
|
Reporting
Violations
|
|||
20
|
Drugs
and Alcohol
|
64
|
CN’s
Promise
|
|||
22
|
Diversity
and a Non-Discriminatory,
|
|||||
Harassment-Free
Environment
|
||||||
25
|
Environment
|
CODE
OF BUSINESS CONDUCT MESSAGE
FROM THE PRESIDENT 2
|
•
|
Company
resources are always at your disposal to help you deal with problematic
situations or any questions you might
have;
|
•
|
We
have invested time and effort in documenting our “Code
of Business Conduct” to
serve as your
personal reference and guide you through challenging
situations.
|
CODE
OF BUSINESS CONDUCT MESSAGE
FROM THE PRESIDENT 3
|
CODE
OF BUSINESS CONDUCT PURPOSE AND
APPLICATION OF THE CODE 4
|
CODE
OF BUSINESS CONDUCT PURPOSE AND
APPLICATION OF THE CODE 5
|
CODE
OF BUSINESS CONDUCT PURPOSE AND
APPLICATION OF THE CODE 6
|
CODE
OF BUSINESS CONDUCT PURPOSE AND
APPLICATION OF THE CODE 7
|
CODE
OF BUSINESS CONDUCT OUR
RESPONSIBILITIES 8
|
CODE
OF BUSINESS CONDUCT OUR
RESPONSIBILITIES 9
|
CODE
OF BUSINESS CONDUCT OUR
RESPONSIBILITIES 10
|
•
|
Identify
business compliance risks
|
•
|
Implement
and communicate processes relevant to the risk areas of their
group
|
•
|
Help
their employees understand the Code and how it applies to their
jobs
|
•
|
Quickly
answer employee questions and direct them to the right source of
information, such as his or her People representative or CN’s
Ombudsman
|
CODE
OF BUSINESS CONDUCT OUR
RESPONSIBILITIES 11
|
•
|
Implement
compliance measures that can detect issues before they become serious
problems
|
•
|
Assure
employees they will not be penalized for reporting violations of the
Code
|
•
|
Ensure
employees understand the role
of the CN Ombudsman, who can be contacted on a confidential
basis
|
•
|
Take
prompt action to manage situations where a violation
has occurred
|
•
|
Report
any violations of the Code to your senior management or to the CN
Ombudsman
|
•
|
Be
prepared to take appropriate disciplinary action after consultation with
the CN Ombudsman, CN People Department or CN Law
Department
|
CODE
OF BUSINESS CONDUCT OUR
RESPONSIBILITIES 12
|
CODE
OF BUSINESS CONDUCT OUR
RESPONSIBILITIES 13
|
Code
Violations
|
CODE
OF BUSINESS CONDUCT CN’S PRINCIPLES
AND GENERAL BUSINESS TENETS 14
|
unning our | |
ailroad |
CODE
OF BUSINESS CONDUCT CN’S
PRINCIPLES AND GENERAL BUSINESS
TENETS 15
|
CODE
OF BUSINESS CONDUCT WORK
ENVIRONMENT 16
|
Respect in the
work
|
|
nvironment
|
CODE
OF BUSINESS CONDUCT WORK
ENVIRONMENT 17
|
CODE
OF BUSINESS CONDUCT WORK
ENVIRONMENT 18
|
CODE
OF BUSINESS CONDUCT WORK
ENVIRONMENT 19
|
CODE
OF BUSINESS CONDUCT WORK
ENVIRONMENT 20
|
CODE
OF BUSINESS CONDUCT WORK
ENVIRONMENT 21
|
CODE
OF BUSINESS CONDUCT WORK
ENVIRONMENT 22
|
• AGE
|
• MARITAL
STATUS
|
•
COLOUR
|
• PARDONED
CONVICTION
|
•
DISABILITY
|
•
RACE
|
• FAMILY
STATUS
|
•
RELIGION
|
•
GENDER
|
•
SEXUAL ORIENTATION
|
• LANGUAGE
SPOKEN
|
• OR ANY OTHER CHARACTERISTIC PROTECTED BY
LAW
|
• NATIONAL OR ETHNIC
ORIGIN
|
|
CODE
OF BUSINESS CONDUCT WORK
ENVIRONMENT 23
|
CODE
OF BUSINESS CONDUCT WORK
ENVIRONMENT 24
|
CODE
OF BUSINESS CONDUCT WORK
ENVIRONMENT 25
|
CODE
OF BUSINESS CONDUCT WORK
ENVIRONMENT 26
|
CODE
OF BUSINESS CONDUCT WORK
ENVIRONMENT 27
|
CODE
OF BUSINESS CONDUCT CONDUCTING BUSINESS WITH
INTEGRITY 28
|
CODE
OF BUSINESS CONDUCT CONDUCTING BUSINESS WITH
INTEGRITY 29
|
•
|
Your
first business allegiance is
to CN
|
•
|
Avoid
outside interests that could impair – or
could be viewed as impairing – the
effective performance of your responsibilities to
CN
|
•
|
This
could occur if the outside interest places excessive demands on your time
or because it is inconsistent with your obligations to
CN
|
•
|
Be
impartial in all dealings with customers, suppliers and business
partners
|
•
|
Realize
that a conflict of interest can easily arise when you, family members or
others with whom you have a close personal relationship have material
interests with suppliers, contractors, competitors or customers of
CN
|
•
|
It
is strictly forbidden to give or accept any bribes or kickbacks to or from
anyone, including any customer, contractor, supplier or any other party
with business interest with
CN
|
•
|
When
working on a CN-related project, do not, directly or indirectly
through
a customer, supplier or contractor, arrange to hire a family member or
close friend without disclosing this fact to your immediate supervisor for
guidance as he or she should make or approve the
decision
|
CODE
OF BUSINESS CONDUCT CONDUCTING BUSINESS WITH
INTEGRITY 30
|
•
|
Your
number one responsibility is to first serve the company’s
interests
|
•
|
Never
put yourself in a position where you are competing against the company or
in a conflict of interest while employed by
CN
|
•
|
While
employed by CN – and
even after you leave the company –
you
must not take advantage of any corporate opportunity that is
available through the use of CN property or through access to non-public
information available to you because of your position at
CN
|
•
|
Neither
you nor your family should solicit or accept gifts, entertainment
services, favors, personal discounts or similar gratuities that are
offered because of your position with
CN
|
-
|
Note
this does not apply to incidental gifts, customary hospitality
or
other benefits of nominal value or approved corporate
rebates
|
•
|
If
an inappropriate gift is sent to you or is accepted by mistake, return it
promptly
|
•
|
If
you are ever in doubt, contact your supervisor or the CN Ombudsman for
guidance
|
•
|
CN
property – such
as facilities, equipment, materials, resources, etc. – is
to be used only for officially approved
activities
|
•
|
Corporate
assets include:
|
-
|
Equipment
|
-
|
Intellectual
property
|
-
|
Time
|
-
|
Proprietary
information
|
-
|
Supplies
|
•
|
For more
information on the use of company assets, see the section
in this Code called “Protecting
CN
Assets.”
|
CODE
OF BUSINESS CONDUCT CONDUCTING BUSINESS WITH
INTEGRITY 31
|
SOME
EXAMPLES
|
CODE
OF BUSINESS CONDUCT CONDUCTING BUSINESS WITH
INTEGRITY 32
|
CODE
OF BUSINESS CONDUCT CONDUCTING BUSINESS WITH
INTEGRITY 33
|
CODE
OF BUSINESS CONDUCT CONDUCTING BUSINESS WITH
INTEGRITY 34
|
CODE
OF BUSINESS CONDUCT CONDUCTING BUSINESS WITH
INTEGRITY 35
|
General
Principles
|
•
|
with
any competitor concerning prices to be charged to any
customer
|
•
|
or
any other competitive factor such as rebates and
discounts
|
•
|
or
any other terms or conditions of sale – including
prepayment and delivery
terms
|
•
|
or
costs or profit margins for any
transaction
|
CODE
OF BUSINESS CONDUCT CONDUCTING BUSINESS WITH
INTEGRITY 36
|
•
|
discussions
adhere to a clear
and written agenda
|
•
|
competitive
factors will not be
discussed
|
CODE
OF BUSINESS CONDUCT CONDUCTING BUSINESS WITH INTEGRITY 37
|
CODE
OF BUSINESS CONDUCT CONDUCTING BUSINESS WITH INTEGRITY 38
|
CODE
OF BUSINESS CONDUCT CONDUCTING BUSINESS WITH INTEGRITY 39
|
CODE
OF BUSINESS CONDUCT PROTECTION
AND PROPER USE OF CN ASSETS 40
|
Physical
assets
|
Intellectual
property
|
• buildings
|
• computer
programs
|
• documents
|
• copyrights
|
• equipment
|
• data
|
• supplies
|
• patents
|
• other physical
property
|
• information
technology
|
• know-how
|
|
• any other intellectual
property
|
CODE
OF BUSINESS CONDUCT PROTECTION AND PROPER USE OF CN
ASSETS 41
|
CODE
OF BUSINESS CONDUCT PROTECTION
AND PROPER USE OF CN ASSETS 42
|
• Company legal
matters
• Computer software
program
• Customer and supplier information
like transportation contracts and rate
quotations
• Financial records and non-public
financial information
• Intellectual property, including
patents
|
• Personal employee information,
including compensation and health and medical
records
• Processes, practices or
designs
• Sales and marketing
information
• Strategic plans, including
information relating to acquisitions and
divestitures
|
CODE
OF BUSINESS CONDUCT PROTECTION
AND PROPER USE OF CN ASSETS 43
|
CODE
OF BUSINESS CONDUCT PROTECTION
AND PROPER USE OF CN ASSETS 44
|
CODE
OF BUSINESS CONDUCT PROTECTION
AND PROPER USE OF CN ASSETS 45
|
•
|
Annual and quarterly financial
results before publicly
reported
|
•
|
Development of new
products
|
•
|
Negotiations with business
partners or key employees
|
•
|
Results of
operations
|
•
|
Strategic plans or negotiations regarding acquisitions
or disposals
|
•
|
Threatened
litigation
|
CODE
OF BUSINESS CONDUCT PROTECTION
AND PROPER USE OF CN ASSETS 46
|
CODE
OF BUSINESS CONDUCT PROTECTION
AND PROPER USE OF CN ASSETS 47
|
•
|
Affect the market price or value
of CN’s
securities
|
•
|
Be relevant to a reasonable
investor’s decision to trade
in CN’s securities
|
CODE
OF BUSINESS CONDUCT PROTECTION
AND PROPER USE OF CN ASSETS 48
|
CODE
OF BUSINESS CONDUCT PROTECTION AND PROPER USE OF CN
ASSETS 49
|
CODE
OF BUSINESS CONDUCT PROTECTION AND PROPER USE OF CN
ASSETS 50
|
CODE
OF BUSINESS CONDUCT PROTECTION AND PROPER USE OF CN
ASSETS 51
|
•
|
Infrequent
|
•
|
Brief
|
•
|
In
no way interfering with your job
performance
|
CODE
OF BUSINESS CONDUCT PROTECTION AND PROPER USE OF CN
ASSETS 52
|
•
|
records
that are in paper, electronic or other
format
|
•
|
records
in employees’ offices,
at CN’s
storage facilities or otherwise
stored
|
•
|
examples
of off-site storage sites
include:
|
•
letters
or memoranda
|
•
agreements
|
• presentations
|
• e-mails
|
• web
pages
|
• instant
messages
|
• text
messages
|
• voice
mails
|
• spreadsheets
|
• plans
|
• maps
|
• drawings
|
• pictorial
or graphic work
|
•
photographs
|
• films
|
• microfilm
|
• sound
recordings
|
• video
tapes
|
• machine
readable records
|
CODE
OF BUSINESS CONDUCT PROTECTION AND PROPER USE OF CN
ASSETS 53
|
CODE
OF BUSINESS CONDUCT CN IN THE
COMMUNITY 54
|
CODE
OF BUSINESS CONDUCT CN IN THE
COMMUNITY 55
|
CODE
OF BUSINESS CONDUCT CN IN THE
COMMUNITY 56
|
•
|
proposed
legislation and regulations
|
•
|
government
programs and policies that can affect our operations and our ability to
conduct business
|
•
|
key
CN initiatives
|
•
|
the
making or amending of federal laws, regulations, policies or
programs
|
•
|
obtaining
a federal grant, contribution or other financial
benefit
|
•
|
requests
for information
|
•
|
providing
normal sales and marketing
information
|
•
|
help
in interpreting or enforcing any laws that apply to
CN
|
CODE
OF BUSINESS CONDUCT CN IN THE
COMMUNITY 57
|
CODE
OF BUSINESS CONDUCT CN IN THE
COMMUNITY 58
|
CODE
OF BUSINESS CONDUCT CN IN THE
COMMUNITY 59
|
CODE
OF BUSINESS CONDUCT CN IN THE
COMMUNITY 60
|
CODE
OF BUSINESS CONDUCT CN
IN THE
COMMUNITY 61
|
SOME
EXAMPLES
|
CODE
OF BUSINESS CONDUCT REPORTING
VIOLATIONS
AND COMPLIANCE 62
|
duty
to
|
•
|
High standards of business conduct
are critical to maintaining public
confidence
|
•
|
Violations can jeopardize our
relationships with our customers, suppliers, investors and
partners
|
•
|
Such violations can even result in
our loss of the privilege to do business in Canada, the United States or
elsewhere
|
•
|
Termination of
employment
|
•
|
Contract
termination
|
•
|
Other legal action such as seeking
damages
|
CODE
OF BUSINESS CONDUCT REPORTING
VIOLATIONS
AND COMPLIANCE 63
|
report
|
CODE
OF BUSINESS CONDUCT REPORTING
VIOLATIONS
AND COMPLIANCE 64
|