Role of the Board

The management of PotashCorp's global business, including its commitment to sustainability, is overseen by the Board of Directors. It has the authority and obligation to protect and enhance company assets in the interest of shareholders.

As it pursues the company's best interests, the board considers employees, customers, investors, suppliers and the communities and environment where PotashCorp does business, recognizing that each is essential to success.

Comprehensive governance principles that address such issues as board independence and integrity, functions, selection and composition, and committees have been adopted. A charter sets out the board's responsibilities and the limits to management's responsibilities. The board is charged with:

• Ongoing oversight and approval of the company's business strategy
• Appointment of the Chief Executive Officer (CEO) and monitoring of his or her performance
• Appointing corporate officers
• Establishing standards for management and monitoring performance
• Approving procedures for strategy implementation; overseeing the identification and management of risks; ensuring the integrity of internal control and management information systems; monitoring compliance with internal policies and procedures, external legal requirements and high ethical and moral standards
• Accurately reporting business performance to current and prospective shareholders.

The complete text of PotashCorp's governance principles, board charter and other governance policies can be found on the company's website, www.potashcorp.com.