To print this page, click here. To return to the regular view of this page, click here.
  Printer Icon print | close



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

Corporate Governance

  • During 2008, the Corporate Governance and Nominating Committee (the "CG&N Committee") continued its refinement of the Board evaluation process, including the addition of input from senior management into the Board effectiveness evaluations.
  • 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.
  • During 2008, the CG&N Committee also addressed the issue of whether to provide an advisory vote on executive compensation as per a number of proposals received by other companies regarding such votes. For the reasons set forth in the response to the "Say on Pay" shareholder proposal, in Appendix D, the CG&N Committee remains of the view that such advisory votes on executive compensation are not appropriate under the circumstances.

Statement of Corporate Governance Practices

PotashCorp, its Board and its management are committed to the highest standard of corporate governance. The Board, through the CG&N Committee, continually evaluates and enhances the Corporation's corporate governance practices by monitoring Canadian and U.S. regulatory developments affecting corporate governance and transparency of public company disclosure.

As a Canadian reporting issuer with securities listed on the TSX and NYSE, the Corporation complies with the applicable regulatory requirements concerning corporate governance in both Canada and the United States.

Members of the Corporate Governance and Nominating Committee for 2008

Mary Mogford (Chair)
Frederick J. Blesi (until his retirement May 8, 2008)
Wade Fetzer III
Dallas J. Howe
Alice D. Laberge
E. Robert Stromberg (until February 2008)

Role of the Corporate Governance and Nominating Committee

The CG&N Committee is responsible for overseeing compliance with current and emerging governance requirements established by governmental regulators in the United States and Canada and by the NYSE and TSX. The CG&N Committee maintains a checklist of regulatory requirements which is updated and reviewed at every meeting. The CG&N Committee also is responsible for developing and implementing best Board governance practices.

See "Corporate Governance and Nominating Committee Report" for more details.

Nominating Process

The role of the CG&N Committee is also to identify individuals qualified to become members of the Board consistent with criteria approved by the Board, to recommend to the Board nominees for election to the Board at each annual meeting of shareholders or to fill vacancies on the Board and to address related matters.

Nominees must possess and exhibit the highest degree of integrity, professionalism, values and independent judgment.

Director Orientation and Continuing Education

The Board has adopted a written New Director Orientation Policy and also recognizes the importance of ongoing director education and the need for each director to take personal responsibility for this process.

Ability of Shareholders to Communicate With the Board

The Corporation has a process for shareholders and other interested parties who wish to communicate with members of the Board, including the Chair or the non-management directors as a group. See "Corporate Governance and Nominating Committee Report" for details.

To further facilitate communications between the Corporation's shareholders and the Board, the Corporation has adopted a policy that all directors standing for re-election and all new director nominees are expected to attend the Meeting. In 2008, all such directors and nominees attended the annual meeting.