Summary
This Form 40-F filing from Canadian Pacific Railway Limited and Canadian Pacific Railway Company for the fiscal year ended December 31, 2009, is an annual report that incorporates by reference key sections from their Canadian Annual Report. The report details corporate governance, internal controls, and auditor fees. It emphasizes the effectiveness of disclosure controls and procedures as of year-end 2009, with management concluding they were effective. The filing also outlines the company's Code of Business Ethics and a Code of Ethics for senior financial officers, alongside corporate governance principles and committee terms of reference. Key financial information is referenced through incorporation by reference to the company's 2009 Annual Report, including the auditor's report on internal controls and financial statements. The company highlights the fees paid to its independent auditor, PricewaterhouseCoopers LLP, for audit, audit-related, and tax services, totaling over $3.39 million for 2009. The Audit Committee has a robust policy for pre-approving all auditor services to maintain auditor independence.
Key Highlights
- 1The filing is a Form 40-F, incorporating by reference the company's 2009 Canadian Annual Report, including financial statements and Management's Discussion and Analysis.
- 2Disclosure controls and procedures were deemed effective by management, including the CEO and CFO, as of December 31, 2009.
- 3Management's report on internal control over financial reporting was audited by PricewaterhouseCoopers LLP, with no material changes noted in internal controls during the period.
- 4The company maintains a Code of Business Ethics applicable to all directors, officers, and employees, along with a specific Code of Ethics for CEO and Senior Financial Officers.
- 5Corporate governance principles, including director term limits and retirement age, were updated in December 2008.
- 6The Audit, Finance and Risk Management Committee, comprising designated audit committee financial experts, has a detailed policy for pre-approving all audit and non-audit services from independent auditors to ensure independence.
- 7Total fees paid to PricewaterhouseCoopers LLP in 2009 were $3,396,200, an increase from $3,195,200 in 2008, with the majority attributed to audit and audit-related fees.