Canadian National Railway Co

In 2021, we also announced the creation of a new Governance, Sustainability and Safety (GSS) Committee. The GSS Committee of the Board of Directors will assist the Board in fulfilling its oversight responsibilities with respect to governance, safety and sustainability of the company's operations, which include overseeing policies and practices relating to ESG matters. [...] **GOVERNANCE:** The Governance, Sustainability and Safety (GSS) Committee of the Board has the highest level of responsibility for climate-related issues, with executive oversight from our Chief Operating Officer and Vice-President of Sustainability, who has direct oversight for sustainability at CN. In February 2021, CN announced an annual advisory vote on our Climate Action Plan, and the first one took place at the April 2021 Annual General Meeting.

###### C12.3f

Processes to ensure all direct and indirect activities that influence public policy are consistent with our overall climate change strategy

### C12 Engagement

##### Public Policy Engagement (continued)

###### Yes, we publicly disclose a list of all the research organizations we fund.

Description: We play an active role in the advocacy of rail as part of the climate change solution with federal, provincial and state governments in North America. Rail transportation is approximately four times more fuel- efficient than trucks, translating into a 75 percent reduction in greenhouse gas emissions for an equivalent volume of freight. CN firmly believes that solutions to meet Canada's emission reduction targets should include encouraging shippers to use the most carbon-friendly transportation option available.

Method of Engagement: We have engaged with the federal, provincial and state governments in North America through individual meetings, as well as through the Railway Association of Canada.

Topic of Engagement: The topic of engagement is how railways can help meet jurisdictional emissions reductions targets.

The direct and indirect activities that could influence public policy are typically reviewed by the Government and Public Affairs department on an annual basis to ensure alignment with the strategic direction of the business, including our climate change strategic focus areas. Public policy decisions that could impact

#### Communications

###### Nature of Engagement: Our engagement relates to educating the federal, provincial and state governments on the environmental benefits of shipping by rail vs truck through discussions as well as through the submission of a written brief outlining these benefits and the proposed actions that can be taken to encourage the shipment of freight by rail.

Action Advocated as Part of Engagement: Actions advocated include allocating funds to support modal shift from truck to rail, investment in rail fuel efficiency technologies and innovation, investment in rail infrastructure, harmonizing the regulatory regime for carbon regulations and markets in North America and climate adaptation.

our overall climate strategy are communicated to the sustainability team to be validated for consistency with our climate strategy. Where inconsistencies are noted, recommendations are proposed to ensure alignment.

###### Strong governance practices underlined by engagement and transparency are integral to our success. Oversight and management of climate-related issues are embedded within our governance structure.

###### CN manages climate-related risks and opportunities at all levels of the organization: the Board provides supervisory oversight, while Executive Leadership is responsible for climate-related issues and promotes the engagement of Management and Employees to mitigate risks and realize opportunities.

The Board ensures that the skillset developed by directors through their business expertise and experience meets the needs of the Board. Board members have access to education and information on an ongoing basis.

Board Oversight

Management Oversight

###### Audit, Finance and Risk Committee

**Assists the Board in overseeing and**
**monitoring management's identification and**
**assessment of CN's major risk exposures to its**
**business and strategy, including climate**
**change and other sustainability risks and**
**how they are addressed.**

###### APPROACH TO CLIMATE GOVERNANCE

###### Board of Directors

**Supervises the management of CN's business and affairs including monitoring of internal controls, ensuring CN's business and financial strategy,**
**risks, including climate-related risks and opportunities.**

**Assists the Board in overseeing and monitoring**
**CN's governance, sustainability, environmental,**
**safety and security policies and practices**
**relating to ESG matters such as CN's Climate**
**Action Plan and progress against targets**
**under such plan and related risks.**

###### Executive Leadership

###### Governance, Sustainability and Human Resources and Safety Committee Compensation Committee

**Assists the Board in overseeing and monitoring**
**human resources policies and strategies,**
**including diversity, equity and inclusion. Reviews**
**sustainability-related performance goals**
**for determining management's annual**
**incentive compensation.**

**The Executive Vice-President and Chief Financial Officer is the highest-level management position with direct responsibility for climate-related issues.**
**In parallel, the Executive Vice-President and Chief Operating Officer, and the Vice-President Financial Planning and Sustainability, provide executive**
**management oversight on our carbon strategies.**

###### Decarbonization Steering Committee

**Provides strategic support and decisions**
**regarding CN's decarbonization investments**
**and projects.**

###### Sustainability Committee

**Provides mitigation measures including climate-related**
**matters that can influence critical levers in managing**
**CN's environmental or social impact.**

###### Management Teams and Employees

**Management oversees upstream and operations cost control, including energy efficiency, and are educated on energy management**
**best practices through our EcoConnexions employee engagement programs. Through the program, our employees are provided**
**with practical knowledge and tools to reduce energy consumption, minimize waste and improve good housekeeping practices.**

[...]

###### Board's Oversight of Climate-Related Risks and Opportunities

###### The Board of Directors

The role of the Board is to supervise the management of CN's business and affairs, with the objective of increasing shareholder value. This includes the monitoring of internal controls, ensuring that an appropriate risk assessment process is in place to identify, assess and manage the principal risks of CN's business and financial strategy. CN has identified climate change as an enterprise risk and as such, the Board supervises the management of climate-related risks and opportunities.

Risk oversight is achieved through strategic overview of significant risks and issues, including climate change, and business updates with the President and Chief Executive Officer, and executives. Company officers provide regular updates on the execution of business strategies, business opportunities, risk and safety management, ethical conduct, and detailed reports on specific risk issues. Specifically, all Board directors receive regular updates on the Company's climate change and performance towards targets as part of the briefing materials. In addition, Board members receive CN's sustainability report, which includes specific information on the Company's climate strategy and performance. In 2021, the Board oversaw CN's Climate Action Plan for inclusion in CN's Information Circular.

Governance, Sustainability and Safety Committee

The Governance, Sustainability and Safety Committee (GSS) of the Board was created in 2021 to assist the Board in overseeing and monitoring CN's governance, sustainability, environmental, safety and security policies and practices relating to ESG matters. In addition, the GSS oversees the Company's ESG disclosures, including CN's Climate Action Plan and progress against targets under such plan and related risks

###### In 2021, the GSS committee reviewed CN's commitment to set a target in line with a 1.5°C scenario and to achieving net-zero carbon emissions by 2050.

The GSS holds meetings four times a year to review performance on environmental compliance, strategies, and risks. The Board receives regular updates on the Company's climate change and fuel efficiency strategies and performance towards targets as part of the briefing materials provided before each Board meeting, approximately ten times per year.

Audit, Finance and Risk Committee

The Audit, Finance and Risk Committee of the Board is responsible for monitoring risk management and internal controls, including climate-related risks. In 2021, the Audit, Finance and Risk Committee reviewed the results of the Company's Enterprise Risk Management and made the decision to approve the identification of the Company's net risks, which included the identification of climate change risks. Specifically, the Committee approved the climate risk mitigation controls and initiatives to integrate climate risk management activities into the business plan.

Human Resources and Compensation Committee

The Human Resources and Compensation Committee assists the Board in overseeing and monitoring human resources policies and strategies, including diversity, equity and inclusion. It also reviews sustainability-related performance goals for determining management's annual incentive compensation.

CN engages directly with policy makers and indirectly through trade associations that could influence policy, law, or regulation that may impact the climate. The direct and indirect activities that could influence public policy are typically reviewed by the Government and Public Affairs department on an annual basis to ensure alignment with the strategic direction of the business, including our climate change strategic focus areas. Public policy decisions that could impact our overall climate strategy are communicated to the Sustainability team to be validated for consistency with our climate strategy. Where inconsistencies are noted, recommendations are proposed to ensure alignment. [...] CN's Climate Action Plan, included in our Management Information Circular available on our website is our public commitment to conduct our engagement activities in line with the goals of the Paris Agreement.

The GSS Committee oversees the development and implementation of CN's sustainability policies, practices, and guidelines that define the expectations for our employees, suppliers, vendors, and contractors. These include policies on environment, anti-corruption, safety, human rights, protection of personal information, among others, including a zero-tolerance policy on bribery, notably through the Ombudsperson's Report. [...] Lobbying and Public Affairs We recognize the value of engaging with public authorities and other stakeholders regarding the development of various policy initiatives that impact our industry in Canada and the United States. The GSS Committee oversees the Company's strategic government advocacy, corporate memberships, and political contributions. Our engagement with government focuses on supporting the advancement of our business strategy, which is underpinned by our commitment to our Delivering Responsibly sustainability priorities. In 2022, we actively engaged with the RAC and AAR to ensure the rail sector continues to be safe, competitive, and sustainable. We evaluate our engagement with these trade associations to ensure alignment with the goals of the Paris Agreement.

- overseeing CN's overall sustainability framework, policies, practices and metrics relating to environmental, social and governance matters, including public and government affairs, lobbying, Equity, Diversity and Inclusion and other corporate responsibility matters, and related to social and reputational risks and opportunities relevant to CN; [...] - monitor CN's Corporate Disclosure and Communications Policy and the Investor Relations and Public/Government Affairs Program, and oversee CN's lobbying activities and political contributions and disclosure of same; [...] - review CN's stakeholder engagement policies and programs, including CN's shareholder engagement policies and programs to ensure ongoing and proactive oversight of public and government policy developments, investor sentiment and reputational risks;

CN engages directly with policy makers, indirectly through trade associations that could influence policy, law, or regulation that may impact the climate and indirectly by funding organizations who could influence climate policies, laws or regulations. The GSS Committee of the Board oversees CN's strategic government advocacy, corporate memberships, and political contributions. The GSS receives an update annually that provides information on our lobbying activities, a detailed list of our corporate memberships, including industry associations and policy organizations, and a list of our corporate political contributions. As of April 2024, these governance mechanisms are managed through CN's updated Board committees: the Governance and Sustainability Committee and the Safety and Environment Committee. [...] CN prides ourselves on being a company that our stakeholders can count on to make the right choices and do the right thing. Specifically, the direct and indirect activities that could influence public policy are typically reviewed by the Government and Public Affairs department on an annual basis to ensure alignment with the strategic direction of the business, including our climate change strategic focus areas. Public policy decisions that could impact our overall climate strategy are communicated to the Sustainability team to be validated for consistency with our climate strategy. Where inconsistencies are noted, recommendations are proposed to ensure alignment. CN's Climate Action Plan, included in our Management Information Circular available on our website, is our public commitment to conduct our engagement activities in line with the goals of the Paris Agreement.

Describe the process(es) your organization has in place to ensure that your engagement activities are consistent with your overall climate change strategy[…]The direct and indirect activities that could influence public policy are typically reviewed by the Government and Public Affairs department on an annual basis to ensure alignment with the strategic direction of the business, including our climate change strategic focus areas. Public policy decisions that could impact our overall climate strategy are communicated to the Sustainability team to be validated for consistency with our climate strategy. Where inconsistencies are noted, recommendations are proposed to ensure alignment.

Does your organization have a public commitment or position statement to conduct your engagement activities in line with the goals of the Paris Agreement?[…]Yes