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

Attendance of Directors

The following tables provide a summary of attendance at Board and Committee meetings held during fiscal 2008.

Type of Meeting Held Number of Meetings
Board of Directors 9
Audit Committee ("AUD") 9
Compensation Committee ("COMP") 6
Corporate Governance and Nominating Committee ("GOV") 5
Safety, Health and Environment Committee ("SHE") 5
Director Board meetings attended Committee meetings attended Total Board/Committee
meetings attended
Frederick J. Blesi (1) 4 of 4 100% 5 of 5 AUD
3 of 3 GOV
100%
100%
12 of 12 100%
William J. Doyle (2) 9 of 9 100%     9 of 9 100%
John W. Estey 9 of 9 100% 6 of 6 COMP (Chair)
5 of 5 SHE
100%
100%
20 of 20 100%
Wade Fetzer III 9 of 9 100% 6 of 6 COMP
5 of 5 GOV
100%
100%
20 of 20 100%
C. Steven Hoffman (3) 5 of 5 100% 4 of 4 AUD
2 of 2 SHE
100%
100%
11 of 11 100%
Dallas J. Howe (4) 9 of 9 (Chair) 100% 5 of 5 GOV 100% 14 of 14 100%
Alice D. Laberge (5) 9 of 9 100% 9 of 9 AUD (Chair)
2 of 2 GOV
3 of 3 SHE
100%
100%
100%
23 of 23 100%
Keith G. Martell (6) 9 of 9 100% 9 of 9 AUD
3 of 3 COMP
100%
100%
21 of 21 100%
Jeffrey J. McCaig 9 of 9 100% 9 of 9 AUD
6 of 6 COMP
100%
100%
24 of 24 100%
Mary Mogford 8 of 9 89% 9 of 9 AUD
5 of 5 GOV (Chair)
100%
100%
22 of 23 96%
Paul J. Schoenhals 7 of 9 78% 5 of 6 COMP
5 of 5 SHE (Chair)
83%
100%
17 of 20 85%
E. Robert Stromberg, Q.C. (7) 9 of 9 100% 1 of 1 GOV
5 of 5 SHE
100%
100%
15 of 15 100%
Elena Viyella de Paliza 9 of 9 100% 5 of 5 SHE 100% 14 of 14 100%
Aggregate Attendance 105 of 108 98% 45 of 45 AUD
21 of 21 GOV
26 of 27 COMP
25 of 25 SHE
100%
100%
96%
100%
222 of 226 98%
(1) Served as a member of the Board and a member of the Audit Committee and Corporate Governance Committee until his retirement from the Board on May 8, 2008.
(2) At the invitation of applicable committees, Mr. Doyle attended all or a portion of many of the committee meetings held in 2008.
(3) Appointed a member of the Board and a member of the Audit Committee and Safety, Health & Environment Committee on May 8, 2008.
(4) In addition to the committees of which he is a member, Mr. Howe, as Board Chair, regularly attends other committee meetings as well. Mr. Howe attended all of the 19 committee meetings held in 2008.
(5) Served as a member of the Safety, Health and Environment Committee until May 8, 2008.
(6) Appointed a member of the Compensation Committee on May 8, 2008.
(7) Served as a member of the Corporate Governance Committee until February, 2008.

Pursuant to the "PotashCorp Governance Principles", the Board meets in executive session, with only independent directors present during each regularly scheduled meeting of the Board. The presiding officer at the executive session is Dallas J. Howe, the Board Chair, or, in his absence, a director selected by majority vote of those present. Sessions are of no fixed duration and participant directors are encouraged to raise and discuss any issues of concern.