Cn Rail

CN rail follows all corporate governance guidelines in order to achieve the most effective practices:

- Composition of the Board: A substantial majority of CN Rail's Board is required to be independent. The independence of directors is assessed based on both Canadian and US corporate governance standards as well as CN's own criteria to ensure the Board alignment with shareholders, not with management. In CN Rail, the Board Chair must be an independent director who is designate by the Board.

- Meetings of Independent Directors: Meetings of the Boards are held at least nine times a year and as necessary.

- Board Mandate: CN's written mandate clearly defines role and responsibilities of the Board and shall be annually review for its adequacy.

- Position Descriptions: CN Rail has clear position descriptions (role and responsibilities) for the Board and CEO. Other Board Committees such as Audit Committee, Finance Committee also have their own membership and quorum requirements, frequency and timing of Meetings as well as Mandates.

- Orientation and Continuing Education: CN has developed a Board Orientation Program for the benefit of new directors and also encourage directors to attend seminars and other educational programs at CN's expense. In addition, the Board Chair will take reasonable steps to ensure that the Board members have access to education and information on an on-going basis.

- Code of Business Conduct and Ethics: CN has a written Code of Business Conduct in place. It applies to

- Nomination of Directors: CN Rail's Nominating Committee consists of only independent directors who are appointed by the Board. CEO does not participate in the selection.

- Compensation: