Sr Legal Counsel, Governance & Securities

Job Summary The Senior Legal Counsel, Governance Securities 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)