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Notice of Annual and Special Meeting
of Shareholders and Management Proxy Circular
Annual and Special Meeting
May 7, 2009
 

Appointment of Auditors and Report of Audit Committee

  • All fees paid to the independent auditors for 2008 were approved in accordance with the Corporation's pre-approval policy.
  • In 2008 the committee was active in policy development and refinement, including reviews and modifications to our Risk Management Policy and Treasury policies.

Appointment of Auditors

The Board, on recommendation from the Audit Committee, recommends the re-appointment of Deloitte & Touche LLP as auditors.

Pre-Approval Policy for External Auditor Services

The Audit Committee monitors and reviews the independence of its auditors on an on-going basis. In addition, the Audit Committee has adopted processes for the pre-approval of engagements for services of its external auditors. See "Appointment of Auditors" for details.

Members of the Audit Committee for 2008

Alice D. Laberge (Chair)
Frederick J. Blesi (until his retirement May 8, 2008)
C. Steven Hoffman (from his appointment May 8, 2008)
Keith G. Martell
Jeffrey J. McCaig
Mary Mogford

Role of the Audit Committee

The role of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities for (i) the integrity of the Corporation's financial statements, (ii) the Corporation's compliance with legal and regulatory requirements, (iii) the qualification and independence of the Corporation's independent auditors, and (iv) the performance of the Corporation's independent auditors.

See "Report of the Audit Committee" for more details.

Independent Audit Committee

The Board has determined that each of the directors who served as members of the Audit Committee during the year ended December 31, 2008, is independent according to the Board's independence standards as set out in the "PotashCorp Governance Principles" (which is available on the Corporation's website, www.potashcorp.com), National Instrument 52-110 "Audit Committees" ("NI 52-110"), applicable rules of the SEC and the corporate governance rules of the NYSE. See also "Nominees for Election to the Board of Directors — Director Independence and Other Relationships".

Financial Expertise and Financially Literate

The Board has determined that Ms. Laberge and Mr. Martell each qualify as an "audit committee financial expert" under the rules of the SEC and thereby have the requisite accounting and/or related financial management expertise required under the rules of the NYSE. In addition, the Board has determined that each member of the Audit Committee is "financially literate" within the meaning of and required by NI 52-110.

See "Report of the Audit Committee" for a brief description of the education and experience for each current member of the Audit Committee that is relevant to the performance of his or her responsibilities as a member of the Audit Committee.