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Canadian Pacific Railway Annual Report 2021

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Canadian Pacific Railway Annual Report 2021 Form 10-K (NYSE:CP) Published: April 30th, 2021 PDF generated by stocklight.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 EXPLANATORY NOTE Canadian Pacific Railway Limited, a corporation incorporated under the Canada Business Corporations Act (the “Company”), qualifies as a foreign private issuer in the U.S. for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Although as a foreign private issuer the Company is not required to do so, the Company currently continues to file annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K with the Securities and Exchange Commission (“SEC”) instead of filing the reports available to foreign private issuers. The Company prepares and files a management proxy circular and related material under Canadian requirements. As the Company’s management proxy circular is not filed pursuant to Regulation 14A, the Company may not incorporate by reference information required by Part III of its Form 10-K from its management proxy circular. The Company filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (“2020 Form 10-K”) on February 18, 2021. In reliance upon and as permitted by Instruction G(3) to Form 10-K, the Company is filing this Amendment No. 1 on Form 10-K/A in order to include in the 2020 Form 10-K the Part III information not previously included in the 2020 Form 10-K. No attempt has been made in this Amendment No. 1 on Form 10-K/A to modify or update the other disclosures presented in the 2020 Form 10-K. This Amendment No. 1 on Form 10-K/A does not reflect events occurring after the filing of the 2020 Form 10-K. Accordingly, this Amendment No. 1 on Form 10-K/A should be read in conjunction with the 2020 Form 10-K and the Company’s other filings with the SEC. In this Amendment No. 1 on Form 10-K/A, we also refer to Canadian Pacific Railway Limited as “Canadian Pacific,” “CP,” “we,” “us,” “our,” “our corporation,” or “the corporation.” References to “GAAP” mean generally accepted accounting principles in the United States. All references to our websites and to our Canadian management proxy circular filed with the SEC on March 16, 2021 as Exhibit 99.1 to our Current Report on Form 8-K (the “Circular”) contained herein do not constitute incorporation by reference of information contained on such websites and the Circular and such information should not be considered part of this document. CANADIAN PACIFIC RAILWAY LIMITED FORM 10-K/A TABLE OF CONTENTS PART III Item 10 Directors, Executive Officers and Corporate Governance 1 Item 11 Executive Compensation 7 Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 52 Item 13 Certain Relationships and Related Transactions, and Director Independence 53 Item 14 Principal Accounting Fees and Services 53 PART IV Item 15 Exhibits, Financial Statement Schedule 55 Item 16 Form 10-K Summary 55 Signatures 56 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Directors Isabelle Courville The Hon. John Baird, P.C. Chair Independent Age: 51 Independent Director since: Age: 58 May 14, 2015 Director since: Residence: Toronto, May 1, 2013 Ontario, Canada Residence: Rosemère, 2020 voting results: Québec, Canada 99.51% for 2020 voting results: 99.63% for DIRECTOR SKILLS AND QUALIFICATIONS DIRECTOR SKILLS AND QUALIFICATIONS Brings expertise in the following areas: senior executive leadership, accounting & financial Brings expertise in the following areas: senior literacy, environment, health & safety, executive leadership, accounting & financial transportation industry knowledge, governance, literacy, accounting & financial expertise, government/regulatory affairs and legal, risk environment, health & safety, executive management and strategic oversight. compensation/human resources, transportation industry knowledge, governance, government/ regulatory affairs and legal, risk management, OVERALL 2020 sales & marketing and strategic oversight. ATTENDANCE 100% Meeting Attendance OVERALL 2020 Board 9 of 9 100% ATTENDANCE 100% Governance 5 of 5 100% Risk and Sustainability 4 of 4 100% Meeting Attendance Board 9 of 9 100% BUSINESS EXPERIENCE Audit and Finance 5 of 5 100% • Senior Advisor at the law firm of Bennett Jones LLP and Governance 5 of 5 100% Eurasia Group (a geopolitical risk consultancy) (2015 to Compensation 6 of 6 100% present) Risk and Sustainability 4 of 4 100% • Member of the International Advisory Board, Barrick Gold BUSINESS EXPERIENCE Corporation (2015 to present) • President of Grantham Finchley Consulting Inc. (2015 to present) • President of Hydro-Québec Distribution and CURRENT PUBLIC COMPANY BOARD Director profiles Hydro-Québec TransÉnergie (2007 to 2013) EXPERIENCE • 20 years of experience in the Canadian • Canfor/Canfor Pulp (CPPI) (2016 to present) (member of All 11 nominated directors are telecommunications industry, including President of Bell Environmental, Health and Safety Committee; Capital qualified and experienced, and have Canada’s Enterprise Group (2003 to 2006) and Expenditure Committee and Corporate Governance agreed to serve on our Board. President and Chief Executive Officer of Bell Nordiq Committee) Group (2002 to 2003) • Osisko Gold Royalties Ltd. (2020 to present) (member of Directors are elected for a term of one CURRENT PUBLIC COMPANY BOARD Governance and Nomination Committee and Sustainability year until the close of our next annual Committee) EXPERIENCE meeting of shareholders, unless a director resigns or is otherwise • SNC-Lavalin Group Inc. (2017 to present) (Chair of OTHER EXPERIENCE removed earlier. Human Resources Committee and member of Other Boards - Current Governance and Ethics Committee) • FWD Group Ltd./FWD Ltd. (2015 to present) (member of • Veolia Environnement S.A. (2015 to present) (member Audit Committee and Risk Management and Actuarial Share Ownership of Accounts and Audit Committee, Nominating Committee) Committee and Chair Research, Innovation and • PineBridge Investments (2015 to present) All directors are CP shareholders and Sustainable Development Committee) Other experience must meet our director share PAST PUBLIC COMPANY BOARD EXPERIENCE • Served as Canadian Foreign Minister, Minister of Transport and Infrastructure, Minister of the Environment, and ownership requirements within five • Laurentian Bank of Canada (2007 to 2019) (Chair of the President of the Treasury Board during his three terms as a years of joining the Board. Board and member of Human Resources and Corporate Member of the Canadian Parliament (2006 to 2015) Governance Committee) • Appointed to the Privy Council in 2006 Share ownership listed here is as at • Gecina S.A. (2016 to April 2017) (member of Audit • Former Minister of Community and Social Services and February 26, 2021 and includes Committee) Minister of Energy in Ontario provincial legislature • Senior Advisor to Community Living Ontario, an organization shares directors beneficially own or • TVA Group (2013 to 2016) (member of Human Resources Committee) that supports individuals with developmental disabilities control, or hold directly or indirectly. • Advisory Board member to Prince’s Charities Canada, the Share ownership includes holdings OTHER EXPERIENCE charitable office of His Royal Highness, The Prince of Wales under the Directors’ Deferred Share Other Boards - Current EDUCATION Unit (DDSU) plan. • Institute for Governance of Private and Public • Honours Bachelor of Arts (Political Studies), Queen’s Organizations (2016 to present) (member of Human University See page 52 for full details on share Resources Committee) ownership by our directors. Other Boards - Past SHARE OWNERSHIP • Institute of Corporate Directors (ICD) (2013 to 2017) Shares: 0 DDSUs: 6,112 100% Attendance during 2020 EDUCATION • Bachelor’s degree in Engineering Physics, École Meets share ownership requirements The 2021 nominee directors attended Polytechnique de Montréal all of their Board and Committee • Bachelor’s degree in Civil Law, McGill University meetings in 2020. • Doctorate Honoris Causa, Université de Montréal • Fellow of the Institute of Corporate Directors Professional Associations SHARE OWNERSHIP Shares: 900 All of the 2021 nominee directors are DDSUs: 10,158 members of the Institute of Corporate Meets share ownership requirements Directors (ICD). 1 Keith E. Creel Gillian (Jill) H. Denham Edward R. Hamberger Not Independent Independent Independent Age: 52 Age: 60 Age: 70 Director since: Director since: Director since: May 14, 2015 September 6, 2016 July 15, 2019 Residence: Wellington, Residence: Toronto, Ontario, Residence: Delray Beach, Florida, U.S.A. Canada Florida, U.S.A. 2020 voting results: 2020 voting results: 2020 voting results: 99.92% for 99.77% for 99.90% for DIRECTOR SKILLS AND QUALIFICATIONS DIRECTOR SKILLS AND QUALIFICATIONS DIRECTOR SKILLS AND QUALIFICATIONS President and Chief Executive Officer of CP Brings expertise in the following areas: senior Brings expertise in the following areas: senior since January 31, 2017. Brings expertise in the executive leadership, accounting & financial executive leadership, accounting & financial following areas: senior executive leadership, literacy, executive compensation/human literacy, environment, health & safety, accounting & financial literacy, environment, resources, investment management, transportation industry knowledge, governance, health & safety, executive compensation/human governance,
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