01—Abstract
Summary
Summary of the 40-F filed March 6, 2009. Cited figures are marked; the original filing is the authoritative source.
This 2009 filing for Canadian Pacific Railway Limited (CP) provides an overview of its 2008 fiscal year, focusing on corporate governance, financial reporting controls, and auditor relationships.
While it does not present detailed financial performance figures, it emphasizes the company's commitment to robust internal controls and ethical business practices. The report highlights the effectiveness of disclosure controls and procedures as of December 31, 2008, and management's report on internal control over financial reporting, both of which were audited by PricewaterhouseCoopers LLP.
Investors can gain assurance from the detailed information on the company's Code of Business Ethics, Code of Ethics for Senior Financial Officers, and Corporate Governance Principles and Guidelines. The report also details the composition and independence of the Audit Committee and the fees paid to PricewaterhouseCoopers LLP for audit and non-audit services, indicating a structured approach to financial oversight and auditor engagement.
02—Key points
Key Highlights
- The company reports that its disclosure controls and procedures were effective as of December 31, 2008, ensuring timely and accurate financial reporting.
- Management's report on internal control over financial reporting for 2008 has been audited by PricewaterhouseCoopers LLP, with no changes in internal controls materially affecting financial reporting during the period.
- Canadian Pacific Railway Limited and Canadian Pacific Railway Company have adopted and maintain Codes of Business Ethics and a Code of Ethics for Senior Financial Officers, emphasizing ethical conduct and compliance.
- The company's Audit Committee comprises members deemed independent and financially literate, with several designated as audit committee financial experts.
- Total fees paid to PricewaterhouseCoopers LLP for the year ended December 31, 2008, were $3,195,200, a decrease from $3,433,980 in 2007.
- Audit fees constituted the largest portion of the auditor's fees, totaling $2,044,700 for 2008.
03—Questions
Frequently Asked Questions
What is the primary purpose of this Form 40-F filing?
This Form 40-F filing serves as an annual report for Canadian Pacific Railway Limited and Canadian Pacific Railway Company with the SEC, incorporating by reference their audited annual financial statements and Management's Discussion and Analysis from their 2008 Annual Report. It also details aspects of their corporate governance, internal controls, and auditor relationships.
Were there any material weaknesses identified in internal controls over financial reporting?
The filing states that management's report on internal control over financial reporting was audited, and no changes occurred in the Registrants' internal control over financial reporting during the period covered by the report that has materially affected, or is reasonably likely to materially affect, such controls. This implies no material weaknesses were identified as of December 31, 2008.
How much did the company pay its independent auditor in 2008?
The total fees paid to PricewaterhouseCoopers LLP for the year ended December 31, 2008, were $3,195,200. This includes $2,044,700 for audit fees, $808,600 for audit-related fees, and $341,900 for tax fees.
What is the role and composition of the Audit Committee?
The Audit, Finance and Risk Management Committee is comprised of Krystyna T. Hoeg, Richard C. Kelly, John P. Manley, Roger Phillips, and Michael W. Wright. All members have been determined to be independent and financially literate, with several designated as audit committee financial experts, responsible for overseeing financial reporting and internal controls.
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