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Corporate Governance

  • The Board recognizes the importance of ongoing director education. To facilitate ongoing director education, PotashCorp, among other initiatives, schedules a site visit in conjunction with a Board meeting at least annually and encourages presentations by outside experts to the Board or committees on matters of particular import or emerging significance.
  • In connection with PotashCorp’s adoption of an advisory “Say on Pay” vote for 2010, the Board has evaluated and will be expanding its current shareholder outreach programs.

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 2009

Mary Mogford (Chair)
Christopher M. Burley (from his appointment on May 7, 2009)
Wade Fetzer III (until his retirement on May 7, 2009)
Dallas J. Howe
Alice D. Laberge

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. See "Disclosure Regarding Director Orientation and Continuing Education" for details.

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 2009, all such directors and nominees attended the annual meeting.

© PotashCorp