Business Context and Reporting Period
Company: Canadian National Railway Company (CN)
Filing Type: Form 6-K (Report of Foreign Issuer)
Date: February 5, 2020
Subject: Submission of the Company's "Code of Business Conduct" (Doing the Right Thing).
Business Overview: CN is a leading North American transportation and logistics company with approximately 24,000 employees. It operates a rail network of approximately 20,000 route-miles spanning Canada and mid-America, transporting over C$250 billion worth of goods annually.
Financial Metrics
This filing is a corporate governance document and does not contain financial statements. Consequently, the following metrics are not provided in this text:
- Revenue
- Profit and Margins
- Cash Flow
- Debt and Liquidity
The only financial figure mentioned is the annual value of goods transported (C$250 billion), which is an operational metric, not a revenue figure.
Material Changes
This filing does not report material changes to financial performance or operations compared to prior periods. It serves to update stakeholders on the Company's ethical standards and compliance framework.
Guidance, Outlook, and Management Commentary
Management Commentary: The President and CEO, JJ Ruest, emphasizes that reputation is the Company's most valuable asset. The Code of Business Conduct is presented as a practical guide to ensure integrity, safety, and compliance with laws across all jurisdictions where CN operates. The document outlines expectations for approximately 24,000 employees regarding ethical decision-making.
Key Policy Areas Covered:
- Safety: Commitment to being the safest railroad in North America; zero tolerance for violence or unsafe practices.
- Compliance: Strict adherence to anti-bribery, anti-corruption, trade controls, and antitrust laws in Canada, the U.S., and other jurisdictions.
- Conflicts of Interest: Prohibition on personal interests compromising business judgment; rules regarding gifts, entertainment, and outside employment.
- Financial Integrity: Requirement for accurate, complete, and timely financial records; prohibition on insider trading.
- Reporting: Establishment of a "Duty to Report" violations via supervisors, the Law Department, the Ombudsman, or a confidential Hotline.
Risks and Contingencies: The document highlights risks related to regulatory penalties for antitrust violations, bribery, and insider trading. It also addresses the risk of reputational damage from unethical conduct or safety failures.
Key Facts for Investor Verification
- Operational Scale: Verify the 20,000 route-mile network and C$250 billion annual goods volume as stated in the Code's introduction.
- Regulatory Exposure: Note the Company's explicit commitment to complying with complex international trade controls, economic sanctions, and anti-corruption laws (e.g., FCPA, Canadian Anti-Corruption laws).
- Internal Controls: Confirm the existence of the Ombudsman office and the confidential Hotline (1-800-925-5974) as mechanisms for monitoring internal compliance.
- Financial Reporting: Investors should refer to the Company's Form 20-F or quarterly reports for actual financial performance data, as this Form 6-K contains no financial results.