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Potash Corporation of Saskatchewan Inc.
Board of Directors Charter
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1.
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Purpose and Role
The Board of Directors (the “Board”) of Potash Corporation of Saskatchewan Inc. (the “Corporation”) is responsible for the stewardship and oversight of the management of the Corporation and its global business. It has the statutory authority and obligation to protect and enhance the assets of the Corporation in the interest of all shareholders.
Although Directors may be elected by the shareholders to bring special expertise or a point of view to Board deliberations, they are not chosen to represent a particular constituency. The best interests of the Corporation and its shareholders must be paramount at all times.
The involvement and commitment of Directors is evidenced by regular Board and Committee meeting attendance, preparation, and active participation in setting goals and requiring performance in the interest of shareholders.
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2.
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Composition
The Board shall be comprised of that number of Directors as shall be determined from time to time by the Board, in accordance with the Corporation’s articles, bylaws and applicable laws.
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3.
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Meetings
The time at which and place where the meetings of the Board shall be held and the calling of the meetings and procedure in all things at such meetings shall be determined by the Board in accordance with the Corporation’s articles, bylaws and applicable laws.
The agenda for each Board meeting shall be established by the CEO and the Board Chair, taking into account suggestions from other members of the Board. Meeting materials and information shall be distributed in advance of each meeting so as to provide adequate time for review. The Board has a policy of holding one meeting each year at one of the Corporation’s operating facilities. Site visits by the Board and meetings with senior management of the facility are incorporated into the itinerary.
Directors are expected to attend, in person or via tele- or video-conference, all meetings of the Board and the Committees upon which they serve, to come to such meetings fully prepared, and to remain in attendance for the duration of the meeting. Where a Director’s absence from a meeting is unavoidable, the Director should, as soon as practicable after the meeting, contact the Board Chair, the CEO, or the Corporate Secretary for a briefing on the substantive elements of the meeting.
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4.
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Chair
The Chair of the Board shall have the duties and responsibilities set forth in the "Chair of the Board of Directors Position Description."
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5.
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Responsibilities
The Board operates by delegating certain of its responsibilities to management and reserving certain powers to itself. Its principal duties fall into six categories:
- Overseeing and approving on an ongoing basis the Corporation's business strategy and strategic planning process;
- Selection of the management;
- Setting goals and standards for management, monitoring their performance and taking corrective action where necessary;
- Approving policies, procedures and systems for implementing strategy, managing risk, and ensuring the integrity of the Corporation's internal control and management information systems;
- Adopting a communications policy and reporting to shareholders on the performance of the business;
- Approval and completion of routine legal requirements.
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5.1
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Strategy Determination
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(a)
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The Board has the responsibility to participate, as a whole and through its Committees, in identifying the objectives and goals of the business as well as the associated risks, and the strategy by which it proposes to reach those goals and mitigate such risks. The Board shall adopt a strategic planning process and shall approve, on an annual basis, a strategic plan which takes into account, among other things, the opportunities and risks of the business. |
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(b)
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The Board has the responsibility to ensure congruence between shareholder expectations, company plans and management performance. |
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5.2
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Selection of the Management
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(a)
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The Board retains the responsibility for managing its own affairs, including planning its composition, selecting its Chair, nominating candidates for election to the Board, appointing Committees and determining Director compensation. |
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(b)
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The Board has the responsibility for the appointment and replacement of a Chief Executive Officer (“CEO”) of the Corporation, for monitoring CEO performance, determining CEO compensation, and providing advice and counsel in the execution of the CEO’s duties. |
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(c)
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The Board has the responsibility for approving the appointment and remuneration of all corporate officers, acting upon the advice of the CEO.
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(d)
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The Board has the responsibility for, to the extent feasible, satisfying itself as to the integrity of the CEO and the other executive officers and that the CEO and other executive officers create a culture of integrity throughout the Corporation. |
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(e)
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The Board has the responsibility for ensuring that adequate provision has been made for management succession (including appointing, training and monitoring senior management). |
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5.3
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Monitoring and Acting
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(a)
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The Board has the responsibility for monitoring the Corporation’s progress towards its goals, and revising and altering its direction in light of changing circumstances. |
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(b)
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The Board has the responsibility for taking action when performance falls short of its goals or when other special circumstances (for example mergers and acquisitions or changes in control) warrant it. |
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5.4
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Policies and Procedures
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(a)
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The Board has the responsibility for developing the Corporation’s approach to corporate governance, including developing a set of corporate governance principles and guidelines that are specifically applicable to the Corporation. |
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(b)
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The Board has the responsibility for approving and monitoring compliance with all significant policies, procedures and internal control and management systems by which the Corporation is operated. |
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(c)
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The Board has responsibility for ensuring that the Corporation operates at all times within applicable laws and regulations, and to high ethical and moral standards. |
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5.5
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Reporting to Shareholders
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(a)
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The Board has the responsibility for adopting a communications policy for the Corporation, including adopting measures for receiving feedback from stakeholders. |
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(b)
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The Board has the responsibility for ensuring that the financial performance of the Corporation is reported to shareholders on a timely, regular and non-selective basis. |
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(c)
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The Board has the responsibility for ensuring that the financial results are reported fairly, and in accordance with generally accepted accounting principles. |
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(d)
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The Board has the responsibility for timely and non-selective reporting of any other developments that have a significant and material impact on the value of the shareholders’ assets. |
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(e)
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The Board has the responsibility for reporting annually to shareholders on its stewardship for the preceding year. |
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(f)
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The Board has the responsibility for approving any payment of dividends to shareholders. |
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5.6
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Legal Requirements
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(a)
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The Board is responsible for ensuring that legal requirements, documents and records have been properly prepared, approved and maintained. |
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5.7
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Other
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(a)
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On an annual basis, this Board Charter shall be reviewed and assessed, and any proposed changes shall be submitted to the Board for consideration. |
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(b)
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Any security holder may contact the Board by email or by writing to the Board c/o the Corporate Secretary. Matters relating to the Corporation’s accounting, internal accounting controls or auditing matters will be referred to the Audit Committee. Other matters will be referred to the Board Chair. |
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KEY LINKS
ICON LEGEND
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