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Appointment of Auditors and Report of Audit Committee

  • In connection with PotashCorp's transition to International Financial Reporting Standards ("IFRSs"), PotashCorp has established a project team that is led by finance management to plan for and achieve a smooth transition to IFRSs. During 2009, the Audit committee regularly received progress reports on the status of the IFRSs implementation project.
  • In connection with its oversight responsibility for the Corporation's gas hedging, taxation and treasury areas, the committee continued its practice in 2009 of education sessions for the Board in relation to selected areas.

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 procedures for the pre-approval of engagements for services of its external auditors. See "Appointment of Auditors" for details.

Members of the Audit Committee for 2009

Alice D. Laberge (Chair)
Christopher M. Burley (from his appointment on May 7, 2009)
C. Steven Hoffman
Keith G. Martell
Jeffrey J. McCaig
Mary Mogford (until May 7, 2009)

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, 2009, 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". See "Nominees for Election to the Board of Directors and Director Independence and Other Relationships" for details.

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.

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