CODE OF CONDUCT
Why Do We Have a Code?
PotashCorp's most important assets are our employees, customers, shareholders, suppliers and the communities in which we operate. It is critical that we maintain the trust of each. The Code helps us fulfill our responsibilities by:
- Committing to the public and our stakeholders our uncompromising integrity in every aspect of our efforts
- Describing our values and principles of business conduct, including our own high standards and our fundamental respect for the rule of law
- Guiding employees in ethical decision making
To Whom Does the Code Apply?
The Code applies to all directors, officers, employees and representatives of Potash Corporation of Saskatchewan Inc., and all its subsidiaries and, where applicable, joint ventures (together "PotashCorp"). No waiver of the application of this code to directors or executive officers of the Corporation is permitted. Each of us is personally responsible for making sure that our business decisions and actions comply at all times with the letter and spirit of this Code. We also expect this same commitment from third parties directly acting on PotashCorp's behalf.
All supervisors and managers, including our officers and directors, have a special responsibility to lead according to the standards in this Code in both words and actions. Our supervisors and managers are expected to adhere to and promote our "open door" policy. This means that they are available to anyone with ethical concerns, questions or complaints.
How Do I Apply the Code in My Business Dealings?
Because our commitment to our employees, customers, suppliers and shareholders is critical, compliance with the Code is mandatory. It is important that we understand the Code and how to apply it to situations we may encounter in our work.
It will be relatively easy to determine how to apply the Code to many situations. However, some business situations are more complex. The Code does not describe, or provide guidance on, every circumstance we might encounter in our work. Instead, it sets minimum standards that each of us is expected to meet or exceed in our business dealings and provides guidelines to help us address new situations. As always, each of us will be expected to use our best judgment and common sense, keeping in mind that we are required to comply with the spirit, as well as the written words, of the Code.
If you encounter a situation for which the Code does not provide specific guidance, asking yourself the following questions may help you determine how to apply the Code.
- Is this fair?
- Is this legal?
- Am I confident that PotashCorp would not be embarrassed if this situation became public knowledge?
- Would I approve of this situation if I were a fellow employee, a supplier, a customer, a shareholder or a member of the community affected by this action?
We should be able to answer Yes to each of these questions.
All employees are encouraged to raise questions or issues with their supervisors. When in doubt, employees should ask before acting.


