Processes for Evaluating the Board's Performance

The board has an annual evaluation process for determining the effectiveness of individual directors and committees. It includes:

• Board assessment by all directors
• Assessment of each committee by members of that committee
• Assessment of the board Chair by members of the board
• Assessment of each committee Chair by members of each committee
• Assessment of individual directors.

Expertise

Directors may be elected to bring special expertise or a point of view to board deliberations, but they are not chosen to represent a particular constituency. The best interests of the company and its shareholders are always paramount.

Training is provided to help directors fulfill their obligations. The board's Director Orientation Policy is designed to provide each new director with a baseline of knowledge about PotashCorp that will assist informed decision-making. To facilitate ongoing director education, at least one in-house board training session is conducted annually. In addition, the company will fund each director's attendance at one seminar or conference of interest and relevance each year and each committee Chair at one additional seminar or conference.