Board of Directors
- The Corporation was recognized in 2008 for its governance and disclosure practices by virtue of a first place finish in the 2008 Board Games rankings prepared by the Globe and Mail and the receipt of the 2008 Governance Gavel Award from the Canadian Coalition for Good Governance regarding its director disclosure.
- PotashCorp's Chair, Dallas Howe, was recognized in early 2009 by the Institute of Corporate Directors with an ICD Fellowship Award for his leadership in Board Governance.
Nominees
The 12 directors being nominated for election in 2009 are:
| Christopher M. Burley * William J. Doyle John W. Estey C. Steven Hoffman Dallas J. Howe Alice D. Laberge |
Keith G. Martell Jeffrey J. McCaig Mary Mogford Paul J. Schoenhals E. Robert Stromberg Elena Viyella de Paliza |
The Corporate Governance and Nominating Committee is of the view that these directors represent an appropriate mix of expertise and qualities required for the Board. See "Nominees for Election to the Board of Directors" for their biographies.
* New director nominee.
Independent Board
All directors, except for Mr. Doyle, Mr. Stromberg and Ms. Viyella de Paliza, are independent. See "Director Independence and Other Relationships" for details.
Executive Sessions
The Board meets in executive session, with only independent directors present during each regularly scheduled meeting of the Board. Sessions are of no fixed duration and participant directors are encouraged to raise and discuss any issues of concern.
Meeting Attendance
Directors attended 98% of Board and committee meetings in 2008.
Retirement
Frederick J. Blesi, who has served as a director of the Corporation since 2001 retired from the Board on May 8, 2008. Wade Fetzer III, who served as a director of the Corporation since 2002 will retire on May 7, 2009.
Director Compensation
We establish director compensation based on the advice of independent consultants, with a view to establishing compensation at the median of the applicable Comparator Group. See "Director Compensation" for details.
Total fees and retainers earned by all Board members in 2008 were $1,885,500.
"At Risk" Investment
By the time a director has served on the Board for 5 years, he or she must own Shares and/or Deferred Share Units with a value at least five times the annual retainer paid to directors. One-half of the ownership threshold is required to be achieved within 2 ½ years.
All director nominees are currently in compliance with the applicable ownership guidelines of the Corporation.
See "At Risk Investment and Year Over Year Changes" for details.