01—Abstract
Summary
Summary of the 40-F filed March 19, 2008. Cited figures are marked; the original filing is the authoritative source.
Canadian Pacific Railway Limited (CP) filed its Form 40-F for the fiscal year ended December 31, 2007.
This report primarily incorporates by reference the company's audited annual financial statements and Management's Discussion and Analysis (MD&A) from its 2007 Annual Report. Investors should note that the 40-F filing confirms the effectiveness of disclosure controls and procedures and internal controls over financial reporting as of December 31, 2007, with no material changes during the period. The filing also details the composition and independence of its Audit Committee and discloses auditor fees.
The report reiterates the company's commitment to corporate governance, outlining its Code of Business Ethics, Code of Ethics for Senior Financial Officers, and Corporate Governance Principles and Guidelines. These documents, along with committee terms of reference, are available on the company's website.
The company's independent auditor, PricewaterhouseCoopers LLP, provided services totaling $3.43 milliona in 2007, an increase from $2.82 million in 2006, with audit fees comprising the largest portion. All auditor services were subject to pre-approval by the Audit Committee.
02—Key points
Key Highlights
- Canadian Pacific Railway Limited (CP) has filed its 2007 Annual Report on Form 40-F, incorporating by reference its audited financial statements and MD&A.
- The company affirmed that its disclosure controls and procedures were effective as of December 31, 2007.
- Management's report on internal control over financial reporting concluded that internal controls were effective, with no material changes during the period.
- The Audit Committee's composition and independence were detailed, with most members designated as audit committee financial experts.
- Total fees paid to independent auditor PricewaterhouseCoopers LLP increased to $3.43 million in 2007 from $2.82 million in 2006.
- The Audit Committee has a written policy for pre-approval of all audit and non-audit services provided by the independent auditor.
- The company emphasizes its commitment to corporate governance, with its Code of Business Ethics and other related principles readily available.
03—Questions
Frequently Asked Questions
What is the primary purpose of this Form 40-F filing?
The primary purpose of this Form 40-F filing is to provide the U.S. Securities and Exchange Commission (SEC) with Canadian Pacific Railway Limited's annual report and audited financial statements for the fiscal year ended December 31, 2007, as prepared under Canadian generally accepted accounting principles. It effectively serves as an annual report for U.S. regulatory purposes, incorporating by reference the company's full annual report.
How much did Canadian Pacific pay its auditors in 2007?
Canadian Pacific Railway Limited paid its independent auditor, PricewaterhouseCoopers LLP, a total of $3,433,980 for the year ended December 31, 2007. This amount includes audit fees, audit-related fees, and tax fees.
What is the status of Canadian Pacific's internal controls over financial reporting?
As of December 31, 2007, Canadian Pacific's management concluded that the company's internal control over financial reporting was effective. The independent registered public accounting firm, PricewaterhouseCoopers LLP, also audited and reported on the effectiveness of these controls.
Are there any significant changes in Canadian Pacific's internal controls during 2007?
No, the filing states that during the period covered by the Form 40-F, there were no changes in Canadian Pacific's internal control over financial reporting that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting.
04—Continue