Job Description

At CN everyday brings new and exciting challenges. You can expect an interesting environment where you're part of making sure our business is running optimally and safely-helping keep the economy on track. We provide the kind of paid training and opportunities that long-term careers are built on and we recognize hard workers who strive to make a difference. You will be able to thrive in our close-knit, safety-focused culture working together as ONE TEAM. The careers we offer are meaningful because the work we do matters. Join us!

Job Summary

The Paralegal, Corporate is responsible for handling the updating and upkeeping of Corporate Books and Records and maintenance of all CN Subsidiaries in Canada and the United States (U.S.) and is the liaison with other departments for corporate information. The incumbent supports the Corporate Secretary's Office. Also, the position is cross-trained as Securities Paralegal back-up.

Main Responsibilities

Corporate

Administer all CN Subsidiaries and investment companies, including annual resolutions and filings, renewals of business names, updating resolutions for any corporate changes within the Company, which involves directors, officers, shareholders, shares, name, registered office address, agents address, share capital, dividends, and any amendments to the Charter such as incorporation, organization, wind-up and liquidation and dissolution, amalgamation, continuance, and any other amendments to the By-Laws

Prepare and file requisite forms and legal documentation required to keep CN and its Subsidiaries' minute books, records, and registrations current and in good standing in Canada and the U.S.

Work in collaboration with U.S. Taxation for U.S. Annual Reporting and provide accurate information as required

Verify U.S. Annual Reporting to be filed on time and with accuracy

Handle all Canadian Agent and U.S. Statutory Representations for CN and its Subsidiaries, making sure list of companies is maintained, and verification process for invoicing

Prepare legal documents in connection with transactional work includes: closings for debt issuance, debt offerings, due diligences, inter-co financings and dividends, banking resolutions and updates on signing authorities as requested by Treasury-Taxation departments, certified resolutions approving real estate transactions with Real Estate Departments, Delegation of Authority (DOA) for real estate transactions and updating list of contracts relating to DOA

Coordinate the signature cycle of legal documents for minute books and records

Run the EnAct Software System for corporate records, reflecting current information for CN and its Subsidiaries and upkeeping continuously

Act as a Resource Person for all departments, including Law, Treasury, Taxation, Real Estate, Commercial, Regulatory, Accounting, and Financial Reporting, request information on corporate structure and accurate corporate information on CN and its Subsidiaries

Maintain corporate chart for CN and its Subsidiaries

Keep signed originals in orderly manner for CN and its Subsidiaries

Retain and continue digitized system of legal documents for CN and its Subsidiaries

Track corporate minute books, corporate records, corporate seals, registry list of directors, and officers for Canadian and U.S. Subsidiaries

Handle internal and external requests from Auditors, Accounting, and Financial Reporting quarterly

Assist with training paralegal intern on Corporate matters

Board-Committees Meetings

Manage with the Team the production of Monthly paperless Board-Committee Books, weekly Special Meetings, and Ad-Hoc Meetings on Diligent Software System

Collaborate with internal departments to set up Board-Committee materials on Diligent Software System for Board-Committee Books for Audit, Finance and Risk Committee and Governance, Sustainability and Safety Committee, and assist with other Books when required

Review and make changes to documents as requested by the lawyers and owners responsible for their presentations

Draft Minutes for Audit, Finance and Risk Committee and Governance, Sustainability and Safety Committee

Draft Summaries of all approvals and resolutions recommended to the Board of Directors

Update all relevant Board-Committee material, including Timetables, Board-Committee Meetings Schedules, Committee Members List, and Director Contact list

Draft Attendance Log pertaining to officers and invites for Board-Committee Meetings and collaborate with respective departments for relevant input

Draft Attendance Sheets corresponding to the Attendance Log

Track and signature cycle Board-Committee Minutes

Collaborate with internal as well as external Auditors, and maintain Financial Reporting within deadlines

Handle and process all Directors' board related expenses refunding for hotel, meals taxi, and other costs using correct currency and safekeep records for verification purposes on Systems, Applications and Products (SAP) Software System

Create and update vendor numbers, banking information, addresses relating to new and current directors and directors emeritus payment information with Accounts Payable for SAP Software System

Assist the team with any governance regulatory filings and compliance with corporate information calculations required for Board-Committee Annual Attendance relating to: Annual General Meeting (AGM), Proxy Circular, Annual Report, Annual Information Form, Related Third Party Questionnaires, Environmental Questionnaires, Board Evaluation and Questionnaires, and Board Confidentiality Policy

Assist Accounting-Financial Reporting for any requests on Sox Compliance Review, quarterly and annual reviews

Assist Treasury-Taxation for any requests by Canada Revenue Agency (CRA), Canada Border Services Agency (CBSA), and Minister Revenue Quebec (MRQ) Ministry Reviews annually on providing extracts of Board-Committee Minutes held and Agendas

Assist Internal Auditors for any requests to review monthly Books and Minutes and Draft Minutes of any Board-Committee Meetings held

Assist Financial Planning for any extract requests of Board-Committee Minutes and Approvals for Audit, Finance, and Risk Committee

Securities Filings

Cross-trained with Securities Paralegal to file insider reporting within delays on SEDI, a System for Electronic Disclosure for Public Companies

Cross-trained with Securities Paralegal to file all regulatory forms, reports, and filings with Toronto Stock Exchange (TSX) and New York Stock Exchange (NYSE) Listing Manager with New York (NY), and Normal Course Issuer Bid (NCIB) monthly CN Repurchases, Form 1-issued and outstanding shares, and Form 14b

Track insider reporting officers and non-reporting officers making sure the proxy spreadsheet is accurate

Verify SEDI reporting for any Deferred Share Units (DSU) and Performance Share Units (PSUs) payouts, and off-cycle grants

Working Conditions

The role has standard working conditions 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, handle pressure, and stress. The position must be available to work overtime during board cycle.

Requirements

Experience

Corporate Paralegal

Minimum 10 years of experience as a Corporate Paralegal is necessary

Experience working for in-house law department of a Public Company*

Experience as a Securities Paralegal*

*Any experience/education/skills/knowledge for these above would be considered as an asset

Education/Certification/Designation

Paralegal Certificate or equivalent

Competencies

Takes initiative and proper action

Solves problems to create value

Applies critical thinking

Collaborates with others and shares information

Communicates with impact

Demonstrates active listening

Demonstrates agility and drives change

Fluently bilingual both written and verbal (English, French)*

*Any experience/education/skills/knowledge for these above would be considered as an asset

Technical Skills/Knowledge

Must have corporate knowledge of laws in Canada, Quebec, extra provincial Canadian Laws, and U.S. State Laws

Excellent research skills and knowledge of Canada, Quebec, extra provincial Registries, and U.S. State Registries and research houses

Advanced knowledge of Microsoft Suite (Excel, PowerPoint, and Word), including Teams and Nuans

Project and time management

Proficiency with EnAct Corporate Database System, Diligent Software System for Boards, and SAP Software System

Ability to work autonomously

Ability to handle heavy workload and prioritize tasks

Commissioner for Oaths for Quebec and outside of Quebec*

*Any experience/education/skills/knowledge for these above would be considered as an asset

About CN

As a leading North American transportation and logistics company, CN is a true backbone of the economy. With a team of approximately 25,000 railroaders, our focus is on moving both our company and the economy forward. We transport US$200 billion worth of goods annually for a wide range of business sectors from resource to manufactured products to consumer goods, across a 20,000-mile network spanning Canada and mid-America. CN is the only Canadian company listed in the Transportation and Transportation Infrastructure sector of the Dow Jones Sustainability World Index (DJSI). Launched in 1999, the DJSI World represents the gold standard for corporate sustainability. At CN, we work as ONE TEAM, focused on safety, sustainability and our customers, providing operational and supply chain excellence to deliver results.

CN requires that all employees be fully vaccinated against COVID-19 and provide proof thereof as a condition of employment. The Company's vaccination mandate extends to employees of our wholly owned subsidiaries as well as CN's contractors, consultants, agents and suppliers and anyone who accesses CN properties in Canada.

CN is an employment equity employer and we encourage all qualified candidates to apply. We thank all applicants for their interest, however, only candidates under consideration will be contacted. Please monitor your email on a regular basis, as communication is primarily made through email.