Job Summary

The Legal Counsel, Governance & Continuous Disclosure plays a central role in advancing CN’s corporate governance framework, supporting Board operations, and overseeing continuous disclosure obligations. The incumbent provides expert legal advice on governance practices, public disclosure, sustainability matters, and corporate compliance. The role is also responsible for drafting and reviewing disclosure documents and corporate policies, while supporting the Corporate Secretary’s Office with Board activities, stakeholder engagement, and risk oversight.

Main Responsibilities

Support the Deputy Corporate Secretary and the Corporate Secretary in executing their respective responsibilities.

· Lead and support the preparation of Board, Committee, and subsidiary meetings by coordinating agenda planning, preparing high-quality materials, drafting resolutions, and ensuring the accuracy and completeness of briefing documentation and logistics.

· Support the execution of the Annual Shareholders’ Meeting by assisting with planning, governance documentation, regulatory filings, and related disclosure obligations.

· Draft, review, and provide expert legal advice on continuous disclosure documents, including the Annual Information Circular, Annual Information Form, and other public filings, ensuring accuracy, regulatory compliance, and alignment with best practices.

· Develop, draft, and review corporate policies and governance mechanisms, providing guidance to ensure alignment with regulatory requirements and CN’s internal controls and compliance frameworks.

· Monitor and assess governance-related trends, regulatory changes, and emerging best practices to proactively identify risks and opportunities and to support strategic business decisions.

· Provide legal advice and cross-functional support to internal stakeholders, including sustainability, investor relations, treasury, finance, and human resources, on governance and disclosure matters.

· Track, analyze, and communicate relevant legal and regulatory developments to ensure CN remains current with evolving governance standards.

· Collaborate with internal teams and business units on cross-functional initiatives that further CN’s governance, compliance, and disclosure objectives.

· Engage, manage, and oversee external counsel and third-party service providers as required, ensuring quality and efficiency of deliverables.

Working Conditions

The role is performed in an office environment with a regular workweek from Monday to Friday. Due to the nature of the role, the incumbent must be able to meet tight deadlines, handles pressure, and stress as well as be able to effectively prioritize and handle multiple time-sensitive projects simultaneously.

Requirements - Experience

· Minimum 7 years of relevant experience in corporate law and governance at a leading law firm or within the legal department of a large public company.

Education/Certification/Designation

· Law Degree from an accredited Law school

· Active membership in the Bar of a Canadian province or territory.

Competencies

· Applies critical thinking and clear writing

· Knows the business and stays current on industry needs

· Demonstrates agility and drives change

· Collaborates with others and shares information

· Sets direction and inspires others

· Demonstrates active listening and communicates with impact

· Identifies needs and finds solutions to create value for all stakeholders

Technical Skills/Knowledge

· Strong knowledge of the public company regulatory environment in Canada and the United States.

· Excellent communication and advocacy skills

· Fluently Bilingual, both written and verbal (English, French)

About CN

CN is a premium railroad that sustainably generates value for our customers, shareholders, employees, and stakeholders with an unwavering commitment to safety and service. Essential to the economy, to the customers, and to the communities it serves, CN safely transports more than 300 million tons of natural resources, manufactured products, and finished goods throughout North America every year. CN's network connects Canada's Eastern and Western coasts with the U.S. South through a 20,000-mile rail network. CN and its affiliates have been contributing to community prosperity and sustainable trade since 1919. CN powers the North American economy and is committed to programs supporting social responsibility and environmental stewardship.

At CN, we are dedicated to building North America's safest, most inclusive and sustainable railroad, which includes reflecting the communities in which we operate. Research shows that candidates often don't apply unless they feel they fit the job posting at 100%. To all potential applicants, even if you don't meet every job requirement listed in a posting, we still encourage you to apply. If you require an accommodation for the recruitment process (including alternate formats of materials, accessible meeting rooms or other accommodations), please get in touch with our team at [email protected].

As an equal opportunity employer, qualified candidates will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability, protected veteran status, and other protected status as required by applicable law.

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