CALGARY, Jan. 24, 2012 /CNW/ - Canadian Pacific Railway Limited (TSX:
CP) (NYSE: CP) today noted the press release issued by Pershing Square
Capital Management, L.P. announcing that it intends to nominate five
individuals to stand for election at the Company's Annual Meeting of
Shareholders on May 17, 2012.
John E. Cleghorn, Chairman of the Board, said, "CP has an independent
Board made up of directors with extensive, relevant experience in
railroads and complementary industries including energy, natural
resources, food and agriculture, as well as leaders from the fields of
law, government, banking and finance. The Board was further
strengthened with the recent addition of two seasoned railroad
executives, Tony Ingram and Ed Harris, who together have over 80 years
of rail experience."
The Board has reviewed and verified the Company's Multi-Year Plan, which
is underway and already producing results. CP's Board and management
team are focused on maximizing shareholder value by driving volume
growth, expanding network capacity to safely and efficiently support
higher volumes and controlling costs. The Company believes that
through an ongoing commitment to safely delivering excellent customer
service and increasing asset velocity, efficiency and productivity, CP
will achieve an annual operating ratio in the low 70s in the next three
years, with further improvement thereafter.
CP looks forward to updating shareholders on the Company's progress
against its Multi-Year Plan to improve operating performance on CP's
upcoming fourth quarter and full-year 2011 earnings call and in the
Mr. Cleghorn continued, "We continue to stand by our offer to have Mr.
Ackman join our Board so that a constructive board-level dialogue based
on all the relevant facts and information can commence and so that we
can work together for the benefit of all shareholders."
The Canadian Pacific Board comprises 15 highly-qualified directors, 13
of whom are independent.
Brief biographies for CP's Board of Directors are included below.
John E. Cleghorn, O.C., F.C.A.
Mr. Cleghorn is the Chairman of the Board of Directors of the
Corporation. He is the retired Chief Executive Officer of the Royal
Bank of Canada. He held that position from November 1, 1994 until his
retirement in July 2001. He is a director of Molson Coors Brewing
Company. He was Chairman of the Board of SNC-Lavalin Group Inc. from
May 2002 until May 2007. He is Governor Emeritus of McGill University,
Chancellor Emeritus of Wilfrid Laurier University and a director of the
Atlantic Salmon Federation. He was appointed an Officer of the Order
of Canada in 2001. He graduated from McGill University in Montreal
with a B.Com. and is a chartered accountant.
Tim W. Faithfull
Mr. Faithfull is the Retired President and Chief Executive Officer of
Shell Canada Limited, an oil and gas company. He held that position
from April 1999 to July 2003. He is a director of TransAlta
Corporation, AMEC plc, Canadian Natural Resources Limited and Shell
Pensions Trust Limited. From 1996 to 1999 he was Chairman and Chief
Executive Officer of Shell Companies in Singapore. During this period
he was also a director of DBS Bank and PSA Corporation (Port of
Singapore Authority). Between 1999 and July 2003 he was a member of
the Boards of Calgary Health Trust and The EPCOR Centre for the
Performing Arts. He is also a Trustee of the Starehe Endowment Fund
(UK), and a council member of the UK-Canada Colloquia. He graduated
from the University of Oxford (Keble College), with an M.A.
(Philosophy, Politics and Economics) and is an alumnus of the London
Business School (Senior Executive Program).
Richard L. George
Mr. George is the President and Chief Executive Officer of Suncor
Energy, an integrated energy company. He has held that position since
1991. From 1990 to 1991, he was President and Chief Operating
Officer. Mr. George is a member of the Executive Committee and Board
of Directors of the Canadian Council of Chief Executives. He was
inducted into the Canadian Petroleum Hall of Fame in 2008 and was
appointed an Officer of the Order of Canada in 2007. Mr. George has a
B.Sc. in Engineering from Colorado State University, a law degree from
the University of Houston Law School and is a graduate of the Harvard
Business School Program for Management Development.
Frederic J. Green
Mr. Green is the President and Chief Executive Officer of the
Corporation and Canadian Pacific Railway Company, a position that he
has held since May 2006. Since 1996, he has held several senior
positions at CP including: President and Chief Operating Officer;
Executive Vice-President and Chief Operating Officer; Executive
Vice-President, Marketing and Operations, Senior Vice-President,
Marketing and Sales, and Vice-President, Marketing. He is a director
and officer of a number of CP companies including Soo Line Railroad
Company where he is Chair, President and Chief Executive Officer and
the Delaware and Hudson Railway Company, Inc., where he is Chair and
Chief Executive Officer. Mr. Green is a director and Vice-Chair of The
Conference Board of Canada, Vice-Chair of the Railway Association of
Canada and on the Board of the Nature Conservancy of Canada. He
graduated from Concordia University in Montreal with a B.Com.
Edmond L. Harris
Mr. Harris has extensive railroad operating experience. He joined
Illinois Central Railroad as a Yard Clerk in 1968 and held various
positions in operations. Mr. Harris served in progressively more
senior positions with Illinois Central and its purchaser, the Canadian
National Railroad, reaching the position of Executive Vice President
Operations. Following his retirement from CN, Mr. Harris served as an
independent rail operations consultant. In this capacity, he provided
advice to CSX, CN, CP; Genessee and Wyoming as well as to shippers and
Global Infrastructure Partners. Mr. Harris served as Executive Vice
President and Chief Operations Officer for CP from 2010 to 2011 and is
currently engaged as a consultant for Global Infrastructure Partners.
Mr. Harris earned his BS in Business Management from the University of
Krystyna T. Hoeg, C.A.
Ms. Hoeg is the former President and Chief Executive Officer of Corby
Distilleries Limited, a marketer and seller of spirits and wine, a
position that she held from October 1996 to February 2007. She is
currently a director of Imperial Oil Limited, Sun Life Financial Inc.,
Shoppers Drug Mart Corporation, Ganong Bros. Limited and Samuel, Son &
Co., Limited. She is also on the Board of the Toronto East General
Hospital. Ms. Hoeg is a Chartered Accountant (1982) and holds a B.Sc.
from McMaster University, and a B.Com. and an M.Sc. from the University
Tony L. Ingram
Mr. Ingram has extensive railroad operating experience. He joined
Southern Railway as a management trainee in 1971 and held various
positions in engineering and labor relations before moving to train
operations. Mr. Ingram served in progressively more senior positions
with Norfolk Southern Corporation, reaching the position of Senior Vice
President Transportation and leading the operations team for the
integration of Conrail property to Norfolk Southern. From 2004 to 2009,
Mr. Ingram served as Executive Vice President and Chief Operating
Officer at CSX Transportation Inc. Mr. Ingram has a Bachelor's in
Business Administration from Jacksonville State University.
Richard C. Kelly
Mr. Kelly is the Retired Chairman and Chief Executive Officer of Xcel
Energy Inc., a utility supplier of electric power and natural gas
service in eight Western and Midwestern States. He held that position
from September 2009 until retirement in September 2011. From December
2005 to September 2009 he was Chairman of the Board, President and
Chief Executive Officer; from June to mid-December 2005 he served as
President and Chief Executive Officer; and previous to that he served
as Chief Financial Officer. Mr. Kelly is Chairman of the Board of
Trustees, Regis University. Mr. Kelly earned both an M.B.A. and a
bachelor's degree in accounting from Regis University.
The Honourable John P. Manley, P.C., O.C.
Mr. Manley is President and Chief Executive Officer of the Canadian
Council of Chief Executives. He has held that position since January
2010. From May 2004 to December 2009 he was counsel at the law firm of
McCarthy Tétrault LLP. He is a director of Canadian Imperial Bank of
Commerce, CAE Inc. and a director and Board Chair of Optosecurity Inc.
(a private company). In addition, Mr. Manley serves on the Boards of
MaRS Discovery District, National Arts Center Foundation, CARE Canada,
The Conference Board of Canada and the Institute for Research on Public
Policy. Mr. Manley was previously the Member of Parliament for Ottawa
South from November 1988 to June 2004. As a Member of Parliament, Mr.
Manley also held various positions in the Canadian Federal Government,
including Deputy Prime Minister of Canada from January 2002 to December
2003, Minister of Finance from June 2002 to December 2003, Minister of
Foreign Affairs from October 2000 to January 2002 and Minister of
Industry prior thereto. He graduated from Carleton University with a
B.A. and from the University of Ottawa with an LL.B. He was granted
the designation C.Dir (Chartered Director) by McMaster University in
2006 and, holds honorary doctorates from several universities.
Linda J. Morgan
Ms. Morgan is a Partner at Nossaman LLP, a premier transportation
infrastructure law firm based in the United States, where she plays a
key role in the firm's transportation and public policy practices.
Prior to joining Nossaman in September of 2011, she was Of Counsel, and
before that a Partner, at Covington & Burling LLP, a United States
based international law firm, where she chaired its transportation and
government affairs practices. She also serves on the Board of Visitors
for the Georgetown University Law Centre and the Business Advisory
Committee for Northwestern University's Transportation Centre. Ms.
Morgan was previously Chairman of the United States Surface
Transportation Board, and its predecessor the Interstate Commerce
Commission, from March 1995 to December 2002. Prior to joining the
Interstate Commerce Commission, Ms. Morgan served as General Counsel to
the Senate Committee on Commerce, Science and Transportation. Ms.
Morgan has been granted the honour of Recognition in Chambers - USA,
Best Lawyers in America, and SuperLawyers for outstanding legal counsel
in the transportation sector. She graduated from Vassar College with
an A.B. and the Georgetown University Law Centre with a J.D., and is an
alumna of the Program for Senior Managers in Government at Harvard
University's John F. Kennedy School of Government.
Ms. Paquin is the President and Chief Executive Officer and a director
of Logistec Corporation, an international cargo-handling company. She
has held that position since January 1996. She is also a director of
the Chamber of Marine Commerce, the Maritime Employers Association and
the Board of Trade of Metropolitan Montreal. She chairs the St.
Lawrence Great Lakes Trade Gateway Leadership Council and is co-chair
of the Private Sector Advisory Committee for the Ontario Quebec
Continental Gateway and Trade Corridor. She graduated from École des
Hautes Études Commerciales, Université de Montréal with a G.D.A.S. and
from the Richard Ivey School of Business, University of Western Ontario
with an H.B.A.
Michael E.J. Phelps, O.C.
Mr. Phelps is the Chairman of Dornoch Capital Inc., a private investment
company. From January 1988 to March 2002 he served as President and
Chief Executive Officer and subsequently Chairman and Chief Executive
Officer of Westcoast Energy Inc. He is a director of Spectra Energy
Corporation, Marathon Oil Corporation and Chairman and a director of
Prodigy Gold Incorporated. He served on the Board of the Vancouver
Organizing Committee for the 2010 Olympic and Paralympic Games. Mr.
Phelps is also Chairman and a director of the Vancouver General
Hospital & University of British Columbia Hospital Foundation. Mr.
Phelps is also a Senior Advisor to Nomura Canada Inc. In 2003, Mr.
Phelps was appointed by the Canadian government as Chairman of the
"Wise Persons' Committee", a panel developed to review Canada's system
of securities regulation. He was appointed an Officer of the Order of
Canada in 2001. He graduated from the University of Manitoba with a
B.A. and an LL.B. and from the London School of Economics with an LL.M.
Roger Phillips, O.C., S.O.M., F.Inst.P.
Mr. Phillips is the Retired President and Chief Executive Officer of
IPSCO Inc., a steel manufacturing company. He held that position from
February 1982 until his retirement in December 2001. He is currently a
director of Cliffs Natural Resources. Mr. Phillips is a Fellow of the
Institute of Physics and a Member of the Canadian Association of
Physicists. He is also President of La Sauciere Investments Inc., a
private company. He was appointed an Officer of the Order of Canada in
1999 and was presented with the Saskatchewan Order of Merit in 2002.
He graduated from McGill University in Montreal with a B.Sc. in Physics
David W. Raisbeck
Mr. Raisbeck is the Retired Vice-Chairman of Cargill Inc., a position he
held from 1999 to 2009. Mr. Raisbeck joined Cargill in 1971 and held
various positions in the Company including President of Cargill's
Trading Sector, 1993 to 1995; Executive Vice-President, 1995 to 1999
and Executive Supervisor of Human Resources, 1996 to 1999. He retired
from Cargill management in 2008 and from Cargill's board of directors
in 2009. Mr. Raisbeck sits on the board of directors of Cardinal
Health, Eastman Chemical, and the Greater Minneapolis YMCA (Honorary).
He is a governor of the Iowa State University Foundation and is a
member of the Dean's Advisory Council for the school of business at
Iowa State University. He received a bachelor's degree in industrial
administration from Iowa State University and completed the executive
M.B.A. program at the University of Southern California.
Hartley T. Richardson
Mr. Richardson is President and Chief Executive Officer of James
Richardson & Sons, Limited, a privately owned corporation involved in
the international grain trade, real estate, oil and gas development,
financial services, and private equity investments. He has held that
position since April 1993. Mr. Richardson is a director of GMP Capital
Inc. and Zalicus Inc. He is Chairman of the Canadian Council of Chief
Executives; Past Chairman of the Business Council of Manitoba;
Co-Chairman of TransCanada Trail Foundation; and Chairman of the Board
of Governors for The Duke of Edinburgh's Award Charter for Business.
Mr. Richardson's other affiliations include: The World Economic Forum,
Global Leaders of Tomorrow, and the Young President's Organization. He
is involved in a number of charitable endeavours and community
organizations. He graduated from the University of Manitoba in
Winnipeg with a B.Com. (Hons.). The University of Manitoba conferred
upon Mr. Richardson the honorary degree of Doctor of Laws in 2004. He
was appointed to the Order of Canada in 2007 and to the Order of
Manitoba in 2008.
The Company noted that Pershing Square has advised CP that it has
withdrawn its requisition for a separate special meeting of
shareholders of Canadian Pacific.
Morgan Stanley & Co. LLC and RBC Capital Markets are serving as CP's
financial advisors and Paul, Weiss, Rifkind, Wharton & Garrison LLP and
Fasken Martineau DuMoulin LLP are serving as CP's legal advisors.
Note on forward-looking information
This news release contains certain forward-looking statements relating
but not limited to our operations, proposed investments, anticipated
operating ratios and financial performance and business prospects.
Undue reliance should not be placed on forward-looking information as
actual results may differ materially.
By its nature, CP's forward-looking information involves numerous
assumptions, inherent risks and uncertainties. Forward-looking
statements are not guarantees of future performance. Factors that could
affect forward-looking information include, but are not limited to:
changes in business strategies; general North American and global
economic, credit and business conditions; inflation; currency and
interest rate fluctuations; the availability and price of energy
commodities; the effects of competition and pricing pressures; industry
capacity; shifts in market demand; changes in laws and regulations,
including regulation of rates; changes in taxes and tax rates; actions
by regulators; potential increases in maintenance and operating costs;
uncertainties of litigation; risks and liabilities arising from
derailments; timing of completion of capital and maintenance projects;
currency and interest rate fluctuations; technological changes; and
various events that could disrupt operations, including severe weather
conditions, flooding, earthquakes, labour disputes, risks and
liabilities arising from derailments as well as security threats and
governmental response to them. Other risks are detailed from time to
time in reports filed by CP with securities regulators in Canada and
the United States. Reference should be made to "Management's Discussion
and Analysis" in CP's annual and interim reports, Annual Information
Form and Form 40-F for a summary of major risks.
Except as required by law, CP undertakes no obligation to update
publicly or otherwise revise any forward-looking information, whether
as a result of new information, future events or otherwise.
About Canadian Pacific
Canadian Pacific (CP:TSX) (NYSE: CP) operates a North American
transcontinental railway providing freight transportation services,
logistics solutions and supply chain expertise. Incorporating
best-in-class technology and environmental practices, CP is re-defining
itself as a modern 21st century transportation company built on safety,
service reliability and operational efficiency. Visit cpr.ca and see
how Canadian Pacific is Driving the Digital Railway.
SOURCE Canadian Pacific
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