Performance
Governance and Reporting Awards in 2009
We received several awards and recognitions for governance practices and corporate reporting in 2009:
- Board Chair Dallas J. Howe received a 2009 Fellowship Award Honoring Excellence in Corporate Governance from the Institute of Corporate Directors.
- PotashCorp again was among the highest rated companies in The Globe & Mail’s annual Board Games rating of governance practices for Canadian companies, finishing in a tie for eighth place out of 157 companies.
- IR Magazine Canada recognized PotashCorp for having the “Best Investor Relations Website” and “Best Investor Relations in the US Market by a Canadian Company”.
- The Canadian Institute of Chartered Accountants honored PotashCorp with its Overall Award of Excellence for Corporate Reporting, the Award of Excellence in the Mining Category, the Award of Excellence for Financial Reporting, the Award of Excellence in Electronic Disclosure and the runner-up Award of Excellence in Sustainability Reporting.
Sustainability Investor Indexes
In 2009, we were the only fertilizer manufacturer to be selected for the Dow Jones Sustainability Index for North America. The Dow Jones Sustainability Indexes are one of the most globally recognized measures of publicly traded companies’ sustainability performance. The annual review of companies is based on analysis of corporate governance and environmental and social performance, assessing issues such as corporate ethics, risk management, climate change mitigation, supply chain standards and labor practices.
We are also on England’s FTSE4Good Index and Canada’s Jantzi Social Index.
Board Sustainability Initiatives and Activities in 2009/2010
The board formally reviews our sustainability performance each year.
Board sustainability activities and initiatives 2009-2010 also included:
- Demonstrating responsiveness to shareholder sentiment by announcing in March 2009 that PotashCorp will introduce an advisory shareholder vote related to executive compensation (Say on Pay) — at the 2010 annual shareholders meeting;
- Explaining executive compensation on our website through interviews with John W. Estey, chair of the compensation committee, and Dallas J. Howe, the board Chair;
- Surveying stakeholders on executive compensation to continually improve our executive compensation program;
- Approving a recoupment policy, based on recommendations from the compensation committee, that enables the board to recover or cancel incentive compensation if an executive’s conduct results in the company having to restate its financial statements;
- Allowing plant site employees to be eligible for bonuses paid in 2010 based on reaching site-specific safety and environmental targets, even though the corporate financial criterion for the short-term incentive program (STIP) was not met;
- Maintaining continuity of the board’s expertise in investment banking and the finance industry by recommending that retired board member Wade Fetzer III be replaced with Christopher M. Burley;
- Implementing a new double-trigger change of control provision in the 2009 Performance Option Plan as recommended by the compensation committee; the double-trigger consists of a change, such as new ownership of the company, and the failure of the new management in control to provide those holding options with equivalent options in the new company;
- Meeting with the Canadian Coalition of Good Governance in early 2010 to discuss executive compensation and governance outreach activities.
Board Composition
The 12 members of PotashCorp’s board are residents of Canada, the United States and the Dominican Republic. In 2009, three members were women. All members are picked for their expertise and experience in areas identified as needed.
