1.	Purpose 1.1 The Safety, Health and Environment Committee (the "Committee") is established to assist the Board of Directors of Potash Corporation of Saskatchewan Inc. (the “Corporation”) review and recommend for approval policies, management systems and performance with respect to safety, health and environment matters affecting the Corporation.
2.	Composition 2.1 The Committee shall consist of not less than three and not more than six members. 2.2 Each member of the Committee shall be elected annually from among the members of Board of Directors, which shall also designate a Chair of the Committee. The Secretary of the Corporation shall be the Secretary of the Committee. 2.3 Any member of the Committee may be removed or replaced at any time by the Board of Directors and shall cease to be a member of the Committee on ceasing to be a Director. The Board of Directors may fill vacancies on the Committee by election from among its numbers. If and wherever a vacancy shall exist on the Committee, the remaining members may exercise all its powers so long as a quorum remains in office. Subject to the above, each member of the Committee shall hold office as such until the next annual meeting of shareholders after his or her election. 2.4 The members of the Committee shall be entitled to receive such remuneration for acting as members of the Committee as the Board of Directors may from time to time determine.
3.	Meetings 3.1 A majority of the members of the Committee shall constitute a quorum. All determinations of the Committee shall be made by a majority of its members present at a meeting duly called and held. All Committee members are expected to attend each meeting, in person or via tele- or video-conference. Any decision or determination of the Committee reduced to writing and signed by all of the members of the Committee shall be fully as effective as if it had been made at a meeting duly called and held. 3.2 The Committee may invite such officers, directors and employees of the Corporation as it may see fit from time to time to attend meetings of the Committee and assist in the discussion and consideration of the duties of the Committee. 3.3 The time at which and place where the meetings of the Committee shall be held and the calling of meetings and the procedure in all things at such meetings shall be determined by the Committee. Following a Committee meeting, the Committee Chair shall report on the Committee’s activities to the Board of Directors at the next Board of Directors meeting. The Committee shall keep and approve minutes of its meetings in which shall be recorded all action taken by it, which minutes shall be available as soon as practicable to the Board of Directors.
4.	Chair 4.1 The Chair of the Committee shall have the duties and responsibilities set forth in Appendix “A” hereto.
5.	Responsibilities 5.1 The Committee is responsible for reviewing and, as appropriate, recommending changes to the safety, health, environmental and security policies of the Corporation and shall monitor compliance with such policies and applicable legislation and regulations. Without limiting the generality of the foregoing, the Committee shall have the following duties: (a) Periodically review the safety, health, environmental and security policies of the Corporation and, as appropriate, recommend changes in such policies to the Board of Directors or management; (b) Receive and review, not less than annually, written reports from management on the status of compliance with the safety, health, environmental and security policies of the Corporation and on compliance with all applicable regulatory requirements; (c) Receive and review, not less than annually, reports from management on any material non-compliance with the safety, health, environmental and security policies of the Corporation or any material non-compliance with any applicable regulatory requirement; (d) In the event of the occurrence of a material safety, health, environmental or security incident, which occurrence is required to be reported to appropriate regulatory authorities, receive and review as soon as reasonably practicable, a report from management detailing the nature of the incident and describing the remedial action being taken. Such report is to be made to the Committee Chair who will determine what other Committee action is appropriate; (e) Review with management safety, health, environmental and security emergency response planning procedures of the Corporation; (f) Review existing and proposed regulatory requirements in each of the jurisdictions in which the Corporation has operations and assess the legal consequences thereof for Directors and officers and recommend to the Board of Directors such action as the Committee may consider appropriate with respect to such regulatory requirements; (g) Review such other safety, health, environmental and security matters as the Committee may consider suitable or the Board of Directors may specifically direct; (h) Receive and review, from time to time, reports from the Corporation’s general counsel on civil or criminal proceedings involving the Corporation which relate to safety, health, environmental or security matters and which could have a material effect on the financial position of the Corporation; (i) Receive and review, not less than annually, reports from the Corporation’s general counsel, which reports shall provide a summary of proposed new (or amendments to existing) safety, health, environmental or security law and regulations applicable to the Corporation and its Directors and officers; and (j) Report to the Board with respect to the activities of the Committee and with such recommendations as are considered advisable. 5.2 The Committee may from time to time delegate any of its responsibilities to a subcommittee comprised of one or more members of the Committee. 5.3 In the discharge of its duties the Committee has sole authority to retain and terminate any outside advisors.
6.	Other 6.1 The Committee shall conduct an evaluation of the Committee’s performance and this Safety, Health and Environment Committee Charter, including Appendix “A” attached hereto, at least annually, and recommend to the Board of Directors such Committee Charter changes as the Committee deems appropriate. 6.2 Authority to make minor technical amendments to this Safety, Health and Environment Committee Charter is hereby delegated to the Secretary of the Corporation, who will report any amendments to the Board of Directors at its next meeting.

In addition to the duties and responsibilities set out in the Board of Directors Charter and any other applicable charter, mandate or position description, the chair (the “Chair”) of the Safety, Health and Environment Committee (the “Committee”) of Potash Corporation of Saskatchewan Inc. (the “Corporation”) has the duties and responsibilities described below.

1.	Provide overall leadership to enhance the effectiveness of the Committee, including: (a) overseeing the structure, composition, membership and activities delegated to the Committee; (b) chairing every meeting of the Committee and encouraging free and open discussion at meetings of the Committee; (c) scheduling and setting the agenda for Committee meetings with input from other Committee members, the Chair of the Board of Directors and management as appropriate; (d) facilitating the timely, accurate and proper flow of information to and from the Committee; (e) arranging for management, internal personnel, external advisors and others to attend and present at Committee meetings as appropriate; (f) arranging sufficient time during Committee meetings to fully discuss agenda items; (g) encouraging Committee members to ask questions and express viewpoints during meetings; and (h) taking all other reasonable steps to ensure that the responsibilities and duties of the Committee, as outlined in its Charter, are well understood by the Committee members and executed as effectively as possible.
2.	Foster ethical and responsible decision making by the Committee and its individual members.
3.	Encourage the Committee to meet in separate, regularly scheduled, non-management, closed sessions with internal personnel or external advisors, as needed or appropriate.
4.	Following each meeting of the Committee, report to the Board of Directors on the activities, findings and any recommendations of the Committee.
5.	Carry out such other duties as may reasonably be requested by the Board of Directors.

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