SEC Info - Potash Corp of Saskatchewan Inc - 10-K - For 12/31/05

SEC Info

Home

My Interests

Help

Please Sign In

Potash Corp of Saskatchewan Inc · 10-K · For 12/31/05 · EX-99

Filed On 3/9/06 3:58pm ET · SEC File 1-10351 · Accession Number 1130319-6-177

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 3/09/06  Potash Corp of Saskatchewan Inc   10-K       12/31/05   12:6237                                   Bowne of Calgary/FA

Annual Report · Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML    328K 
 2: EX-10.DD    Medium Term Incentive Plan Effective January 2006   HTML    108K 
 3: EX-11       Statement Re Computation of Per Share Earnings      HTML      9K 
 4: EX-12       Computation of Ratio of Earnings to Fixed Charges   HTML     15K 
 5: EX-13       2005 Annual Report                                  HTML  1,208K 
 6: EX-21       Subsidiaries of the Registrant                      HTML     15K 
 7: EX-23       Consent of Deloitte & Touche Llp                    HTML      9K 
 8: EX-31.A     Certification Pursuant to Section 302 of the        HTML     10K 
                          Sarbanes-Oxley Act of 2002                             
 9: EX-31.B     Certification Pursuant to Section 302 of the        HTML     10K 
                          Sarbanes-Oxley Act of 2002                             
10: EX-32       Certification Pursuant to Section 906 of the        HTML      8K 
                          Sarbanes-Oxley Act of 2002                             
11: EX-99       2006 Notice of Meeting, Proxy Circular and Form of  HTML    551K 
                          Proxy                                                  
12: 10-K        PDF Courtesy Copy - Annual Report                    PDF 13,641K

EX-99 · 2006 Notice of Meeting, Proxy Circular and Form of Proxy
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Additional Information Adoption of 2006 Performance Option Plan Appendix A Statement of Corporate Governance Practices Appendix B Resolution of Shareholders Appendix C 2006 Performance Option Plan Appendix D Board of Directors Charter Appendix E Audit Committee Charter Appointment of Auditors Business of the Meeting Compensation/Attendance of Directors Corporate Governance Director Independence and Other Relationships Directors and Officers Liability Insurance Directors Approval Executive Compensation Letter to Shareholders Management Proxy Circular Nominees for Election to the Board of Directors Normal Course Issuer Bid Notice of Annual and Special Meeting of Shareholders Ownership of Shares Performance Graphs Questions and Answers on Voting and Proxies Report of the Audit Committee Report of the Compensation Committee and Compensation Discussion and Analysis Report on Corporate Governance and Nominating Matters Table of Contents Voting Shares 2006 Shareholder Proposals
1	1st Page
"	Table of Contents
"	Letter to Shareholders
"	Notice of Annual and Special Meeting of Shareholders
"	Management Proxy Circular
"	Questions and Answers on Voting and Proxies
"	Business of the Meeting
"	Nominees for Election to the Board of Directors
"	Director Independence and Other Relationships
"	Compensation/Attendance of Directors
"	Appointment of Auditors
"	Adoption of 2006 Performance Option Plan
"	Corporate Governance
"	Report of the Audit Committee
"	Report of the Compensation Committee and Compensation Discussion and Analysis
"	Report on Corporate Governance and Nominating Matters
"	Ownership of Shares
"	Executive Compensation
"	Performance Graphs
"	Directors and Officers Liability Insurance
"	Voting Shares
"	Normal Course Issuer Bid
"	2006 Shareholder Proposals
"	Additional Information
"	Directors Approval
"	Appendix A Statement of Corporate Governance Practices
"	Appendix B Resolution of Shareholders
"	Appendix C 2006 Performance Option Plan
"	Appendix D Board of Directors Charter
"	Appendix E Audit Committee Charter

This is an EDGAR HTML document rendered as filed. [ Alternative Formats ]

exv99

Exhibit 99

Table of Contents


			Page

Letter to Shareholders				1

Notice of Annual and Special Meeting of Shareholders				2

Management Proxy Circular				3

	Questions and Answers on Voting and Proxies			3

	Business of the Meeting			6

	Nominees for Election to the Board of Directors			7

		Director Independence and Other Relationships		10

		Compensation/Attendance of Directors		12

	Appointment of Auditors			15

	Adoption of 2006 Performance Option Plan			16

	Corporate Governance			19

		Report of the Audit Committee		19

		Report of the Compensation Committee and Compensation Discussion and Analysis		20

		Report on Corporate Governance and Nominating Matters		26

	Ownership of Shares			29

	Executive Compensation			30

	Performance Graphs			35

	Directors’ and Officers’ Liability Insurance			36

	Voting Shares			36

	Normal Course Issuer Bid			36

	2006 Shareholder Proposals			36

	Additional Information			36

	Directors’ Approval			36

	Appendix A – Statement of Corporate Governance Practices			37

	Appendix B – Resolution of Shareholders			47

	Appendix C – 2006 Performance Option Plan			48

	Appendix D – Board of Directors Charter			53

	Appendix E – Audit Committee Charter			56


				Potash Corporation of Saskatchewan Inc.

February 27, 2006

Dear Shareholder:

We are pleased to invite you to join our Board of Directors and senior management team at our 2006 Annual and Special Meeting of Shareholders. The meeting will be held on:


	May 4, 2006
	10:30 a.m. (local time)
	Adam Ballroom
	Delta Bessborough
	601 Spadina Crescent East
	Saskatoon, Saskatchewan, Canada

The items of business to be considered and voted upon at this meeting are set out in the Notice of Annual and Special Meeting and the accompanying Management Proxy Circular. In addition, this meeting provides you, the shareholder, with an opportunity to meet, listen to and ask questions of the people who are responsible for the performance of the Corporation.

Your vote and participation are very important. If you are unable to attend the meeting in person, you can vote by telephone, via the Internet or by completing and returning the enclosed proxy. Please refer to the “Questions and Answers on Voting and Proxies” section of the accompanying Management Proxy Circular for further information.

We will also webcast the meeting at www.potashcorp.com. We encourage you to visit our website at any time before the meeting as it provides useful information about our company.

We look forward to seeing you on May 4, 2006.


Sincerely,

D. J. HOWE		W. J. DOYLE
Board Chair		President and Chief Executive Officer

PCS Tower, Suite 500, 122 – 1st Avenue South, Saskatoon, Saskatchewan Canada S7K 7G3

LETTER TO SHAREHOLDERS

Page 1

Notice of Annual and Special Meeting of Shareholders

NOTICE IS HEREBY GIVEN that the Annual and Special Meeting (the “Meeting”) of shareholders of Potash Corporation of Saskatchewan Inc. (the “Corporation”), a corporation organized under the laws of Canada, will be held on:


	May 4, 2006
	10:30 a.m. (local time)
	Adam Ballroom
	Delta Bessborough
	601 Spadina Crescent East
	Saskatoon, Saskatchewan, Canada

for the following purposes:


1.	to receive the consolidated financial statements of the Corporation for the fiscal year ended December 31, 2005 and the report of the auditors thereon;

2.	to elect the Board of Directors for 2006;

3.	to appoint auditors for 2006;

4.	to consider and, if deemed appropriate, adopt, with or without variation, a resolution (the full text of which is reproduced as Appendix B to the accompanying Management Proxy Circular) authorizing the Corporation to implement a new performance option plan, which is attached as Appendix C to the accompanying Management Proxy Circular; and

5.	to transact such other business as may properly come before the Meeting or any adjournments thereof.

DATED at Saskatoon, Saskatchewan this 27^th day of February, 2006.


	BY ORDER OF THE BOARD OF DIRECTORS


	JOSEPH A. PODWIKA
	Secretary

POTASH CORPORATION OF SASKATCHEWAN INC.

SUITE 500, 122 – 1^ST AVENUE SOUTH, SASKATOON, SK CANADA S7K 7G3

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

Page 2

Management Proxy Circular

Questions and Answers on Voting and Proxies


1.	Who can I call if I have questions about the information contained in this Management Proxy Circular or require assistance in completing my proxy form?


	Georgeson Shareholder Communication Canada, Inc., the Corporation’s proxy solicitation agent, at 1-866-699-2833, for service in English and in French.

2. Who is soliciting my proxy?

The management of the Corporation. Solicitation of proxies will be primarily by mail, supplemented by telephone or other contact by employees of the Corporation (who will receive no additional compensation), and all such costs will be borne by the Corporation. We have retained the services of Georgeson for the solicitation of proxies in Canada and in the United States. Georgeson’s services are estimated to cost $24,000.

3. On what am I voting?


	Three items:


	(1)	the election of directors;

	(2)	the appointment of auditors; and

	(3)	a resolution authorizing the Corporation to implement a new performance option plan.


	The Corporation’s Board of Directors and management recommend that you vote FOR items (1), (2) and (3).

4. Who is entitled to vote?


	Common shareholders as at the close of business on March 13, 2006 (the “Record Date”) or their duly appointed representatives will be entitled to cast a vote.

	As at February 27, 2006, 103,651,326 common shares in the capital of the Corporation (the “Shares”) are entitled to be voted at the Meeting.

5. By when must I vote?


	This will depend on the way in which you will be voting:


	(1)	If you are a Registered Shareholder planning to attend the Meeting and wish to vote your Shares in person at the Meeting, your vote will be taken and counted at the Meeting.

	(2)	If you are a Registered Shareholder and voting using the proxy form, your proxy form should be received at the Toronto office of CIBC Mellon Trust Company by mail or facsimile prior to the commencement of the Meeting, or hand-delivered at the registration table on the day of the Meeting prior to the commencement of the Meeting.

	(3)	If you are a Registered Shareholder and voting your proxy by telephone or Internet, your vote should be received by CIBC Mellon Trust Company no later than 11:00 p.m. (Saskatoon time) on Tuesday May 2, 2006.

	(4)	If you are a Non-Registered Shareholder and wish to attend the Meeting or vote by proxy, you should refer to Item 11.

Please note that Items 6 to 10 below are only applicable to Registered Shareholders. Non-Registered Shareholders should refer to Item 11 for further information on voting.

6. How do I vote if I am a Registered Shareholder?


	You are a Registered Shareholder if your name appears on your share certificate. The enclosed proxy form indicates whether you are a Registered Shareholder.

	You can vote your Shares by proxy or in person at the Meeting if you are a Registered Shareholder:


	(1)	By Proxy


	There are four ways that you can vote by proxy:


	(a)	By Telephone


	Call 1-866-271-1207 from your touch-tone phone and follow the instructions (only available to Registered Shareholders resident in Canada or the United States).

	You will need the control number located on the enclosed proxy form. You do not need to return your proxy form.

MANAGEMENT PROXY CIRCULAR │ Questions and Answers on Voting and Proxies

Page 3


	(b)	On the Internet


	Go to www.eproxyvoting.com/potash and follow the instructions on screen.

	You will need the control number located on the enclosed proxy form. You do not need to return your proxy form.


	At any time, CIBC Mellon may cease to provide telephone and Internet voting, in which case shareholders can elect to vote by mail, by fax or by attending the Meeting in person, as described below.


	(c)	By Mail


	By completing, dating and signing the enclosed proxy form and returning same in the envelope provided.


	(d)	By Fax


	By completing, dating and signing the enclosed proxy form and forwarding same by fax to 1-866-781-3111 (toll-free within Canada and the United States) or 1-416-368-2502 (from any country other than Canada and the United States).


	If your Shares are not registered in your name (e.g. if they are held through a bank, trust company, securities broker or other nominee), do not use the above fax number as it is reserved for Registered Shareholders. Instead, use the fax numbers, if any, provided by your nominee. See Item 11(1).


	(2)	By Attending the Meeting in Person


	If you wish to vote in person at the Meeting, do not complete or return the proxy form.


7.	What if I sign the proxy form as described in this Management Proxy Circular?


	Signing the proxy form gives authority to Mr. Dallas J. Howe, Mr. William J. Doyle, Mr. Wayne R. Brownlee or Mr. Joseph A. Podwika, all of whom are either directors or officers of the Corporation, to vote your Shares at the Meeting in accordance with your voting instructions.

	A proxy must be in writing and must be executed by you or by your attorney authorized in writing or, if the shareholder is a corporation or other legal entity, by an officer or attorney thereof duly authorized. A proxy may also be completed over the telephone or over the Internet. See Items 6(1)(a) and (b).


8.	Can I appoint someone other than these people to vote my Shares?


	Yes. You have the right to appoint some other person of your choice, who need not be a shareholder, to attend and act on your behalf at the Meeting. If you wish to do so, please strike out those four printed names appearing on the proxy form, and insert the name of your chosen proxyholder in the space provided thereon.

	You cannot appoint a person to vote your Shares other than our directors or officers whose printed names appear on the proxy form if you decide to vote by telephone or Internet.

	It is important to ensure that any other person you appoint is attending the Meeting and is aware that his or her appointment has been made to vote your Shares.


9.	How will my Shares be voted if I vote by proxy?

The persons named in the proxy form must vote or withhold from voting your Shares in accordance with your instructions on the proxy form. In the absence of such instructions, however, your Shares will be voted FOR the election to the Corporation’s Board of Directors of the nominees as described in this Management Proxy Circular and on the proxy form, FOR the appointment of Deloitte & Touche LLP as auditors until the close of the next annual meeting, FOR the resolution authorizing the Corporation to implement a new performance option plan and FOR management’s proposals generally.


10.	If I change my mind, can I take back my proxy once I have given it?


	Yes. A shareholder who has voted by proxy may revoke it by voting again in any manner (telephone, Internet, mail or fax). In addition, you may revoke a voted proxy by depositing an instrument in writing (which includes another proxy form with a later date) executed by you or by your attorney authorized in writing with our Corporate Secretary at Suite 500, 122 – 1^st Avenue South, Saskatoon, Saskatchewan, Canada, S7K 7G3, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment or postponement thereof or by depositing it with the Meeting chair on the day of the Meeting, or any adjournment or postponement thereof. You may also revoke a proxy in any other manner permitted by law.

	Note that your participation in person in a vote by ballot at the Meeting will automatically revoke any proxy previously given by you in respect of business covered by that vote.


11.	How do I vote if I am a Non-Registered Shareholder?


	You are a Non-Registered (or Beneficial) Shareholder if your Shares are held through a bank, trust company, securities broker or other nominee.

	For most of you, the proxy form or the request for voting instructions sent or to be sent by your nominee indicates whether you are a Non-Registered (or Beneficial) Shareholder.

MANAGEMENT PROXY CIRCULAR │ Questions and Answers on Voting and Proxies

Page 4


	There are two ways that you can vote your Shares if you are a Non-Registered (or Beneficial) Shareholder:

	(1) By Providing Voting Instructions to Your Nominee


	Your nominee is required to seek voting instructions from you in advance of the Meeting. Accordingly, you will receive, or have already received, from your nominee either a request for voting instructions or a proxy form for the number of Shares you hold.

	Every nominee has its own procedures which should be carefully followed by Non-Registered Shareholders to ensure that their Shares are voted at the Meeting. These procedures generally allow voting by telephone, on the Internet, by mail or by fax. Please contact your nominee for instructions in this regard.

	If your Shares are not registered in your name, do not use the fax number in 6(1)(d) as this number is reserved for Registered Shareholders.


	(2) By Attending the Meeting in Person


	If you wish to vote in person at the Meeting, insert your own name in the space provided on the request for voting instructions or proxy form to appoint yourself as proxyholder and follow the instructions of your nominee.

	Non-Registered Shareholders who instruct their nominee to appoint themselves as proxyholders should, at the Meeting, present themselves to a representative of CIBC Mellon at the table identified as “Beneficial Shareholders”. Do not otherwise complete the form sent to you as your vote will be taken and counted at the Meeting.


12.	What if amendments are made to these matters or if other matters are brought before the Meeting?


	The person named in the proxy form has discretionary authority with respect to amendments or variations to matters identified in the Notice of the Meeting and to other matters which may properly come before the Meeting.

	As of the date of this Management Proxy Circular, our management knows of no such amendment, variation or other matter expected to come before the Meeting. If any other matters properly come before the Meeting, the persons named in the proxy form will vote on them in accordance with their best judgment.


13.	How will the votes be counted?


	All matters to be considered at the Meeting will each be determined by a majority of votes cast at the Meeting by proxy or in person. In the event of equal votes, the Meeting chair is entitled to a second or casting vote.

14. How can I contact the transfer agent?


	You can contact the transfer agent as follows:

	By mail:


	CIBC Mellon Trust Company
	600 The Dome Tower
	333 – 7^th Avenue SW
	Calgary, Alberta, Canada T2P 2Z1


	By telephone:


	1-800-387-0825 (toll-free within Canada and the United States)
	or 1-416-643-5500 (from any country other than Canada and the United States)


	By fax:


	1-416-643-5501 (all countries)


	By e-mail:


	inquiries@cibcmellon.com

Except as otherwise stated, the information contained herein is given as of February 27, 2006. Unless otherwise specified, all dollar amounts are expressed in United States dollars.

MANAGEMENT PROXY CIRCULAR │ Questions and Answers on Voting and Proxies

Page 5

Business of the Meeting


1.	Financial Statements


	The Consolidated Financial Statements for the fiscal year ended December 31, 2005 are included in the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 filed with the U.S. Securities and Exchange Commission (“SEC”) and the Canadian securities regulatory authorities.


2.	Nominees for Election to the Board of Directors


	The 12 nominees proposed for election as directors of the Corporation are listed beginning on page 7. All are currently directors of the Corporation. All nominees have established their eligibility and willingness to serve as directors. Directors will hold office until the next annual meeting of shareholders of the Corporation or until their successors are elected or appointed.

	Unless otherwise instructed, the persons designated in the form of proxy intend to vote for the election of the nominees listed beginning on page 7. If, for any reason, at the time of the Meeting any of the nominees are unable to serve, it is intended that the persons designated in the form of proxy will vote in their discretion for a substitute nominee or nominees.


3.	Appointment of Auditors


	Proxies solicited hereby will be voted to reappoint the firm of Deloitte & Touche LLP, the present auditors of the Corporation, as auditors of the Corporation to hold office until the next annual meeting of shareholders of the Corporation, unless the shareholder signing such proxy specifies otherwise.


4.	Adoption of 2006 Performance Option Plan

At the Meeting, shareholders will be asked to consider and, if deemed appropriate, adopt, with or without variation, a resolution (the full text of which is reproduced as Appendix B to this Management Proxy Circular) authorizing the Corporation to implement a new performance option plan, which is attached as Appendix C to this Management Proxy Circular. Unless a proxy specifies otherwise, the persons designated in the form of proxy intend to vote for the resolution to approve the new performance option plan.

MANAGEMENT PROXY CIRCULAR │ Business of the Meeting

Page 6

Nominees for Election to the Board of Directors

The articles of the Corporation provide that the Board of Directors of the Corporation (the “Board”) shall consist of a minimum of 6 directors and a maximum of 20, with the actual number to be determined from time to time by the Board. The Board has determined that, at the present time, there will be 12 directors.

Proxies solicited hereby will be voted for the following proposed nominees (or for substitute nominees in the event of contingencies not known at present) who will, subject to the bylaws of the Corporation and applicable corporate law, hold office until the next annual meeting of shareholders or until their successors are elected or appointed in accordance with the bylaws or applicable corporate law. In an uncontested election, any nominee for director who fails to receive votes in favor of his or her election representing at least a majority of the votes cast (added together with the votes withheld) shall tender his or her resignation for consideration by the Corporate Governance and Nominating Committee. Except in extenuating circumstances, it is expected that the Committee will recommend to the Board that the resignation be accepted and effective within a period of 90 days and that the action taken be publicly disclosed. To the extent possible, the Committee and Board members who act on the resignation shall be directors who have themselves received a majority of votes cast.

The following table states the names and ages of all the persons to be nominated for election as directors, all other positions and offices with the Corporation now held by them, their present principal occupation or employment, their business experience over the last five years, the period during which present directors of the Corporation have served as directors and their independence status. The table also discloses the number of Shares and Deferred Share Units beneficially owned by each of them as of February 27, 2006, including Shares over which any such individual has or shares voting or investment power, and the value thereof. Finally, the table discloses the number of Shares deemed to be beneficially owned (as defined).



FREDERICK J. BLESI Director since 2001. Independence Status⁽¹⁾: Independent.	Number of Shares Beneficially Owned Number of Deferred Share Units Held⁽²⁾Total Value of Shares Beneficially Owned and Deferred Share Units Held⁽³⁾Number of Shares Deemed to be Beneficially Owned	Feb 2005 2,000 5,476 $664,018 16,000⁽⁴⁾	Feb 2006 2,000 6,700 $835,635 11,000⁽⁵⁾

Mr. Blesi, 68, of Glenview, Illinois, U.S.A., is a retired Chairman and Chief Executive Officer of the Phosphate Chemicals Export Association, Inc. (“PhosChem”), principal exporter of U.S. phosphate chemicals. Before joining PhosChem, he was Vice President, International with International Minerals and Chemical Corporation. He is a director of the Evans Scholars Foundation and The Western Golf Association.

Mr. Blesi is a member of the Audit Committee and the Corporate Governance and Nominating Committee.



WILLIAM J. DOYLE Director since 1989. Independence Status ⁽¹⁾: Non-independent.	Number of Shares Beneficially Owned Number of Deferred Share Units Held⁽²⁾Total Value of Shares Beneficially Owned and Deferred Share Units Held⁽³⁾Number of Shares Deemed to be Beneficially Owned	Feb 2005 77,551 0 $6,888,080 893,807 ⁽⁴⁾	Feb 2006 77,978 0 $7,489,787 790,490 ⁽⁵⁾

Mr. Doyle, 55, of Winnetka, Illinois, U.S.A., is President and Chief Executive Officer of the Corporation. He became President of PCS Sales in 1987, after a career with International Minerals and Chemical Corporation. He is Chairman of The Fertilizer Institute and Potash & Phosphate Institute and Vice Chairman of Canpotex Limited. Mr. Doyle is on the College Board of Advisors at Georgetown University.

Mr. Doyle is a member of the Executive Committee.

MANAGEMENT PROXY CIRCULAR │ Nominees for Election to the Board of Directors

Page 7



JOHN W. ESTEY Director since 2003. Independence Status ⁽¹⁾: Independent.	Number of Shares Beneficially Owned Number of Deferred Share Units Held⁽²⁾Total Value of Shares Beneficially Owned and Deferred Share Units Held⁽³⁾Number of Shares Deemed to be Beneficially Owned	Feb 2005 2,000 3,953 $528,745 2,000⁽⁴⁾	Feb 2006 2,000 5,577 $727,771 2,000⁽⁵⁾

Mr. Estey, 55, of Glenview, Illinois, U.S.A., is President and Chief Executive Officer of S&C Electric Company. He is a member of the Board of Governors of the National Electrical Manufacturers Association, a director of the Executives’ Club of Chicago and a member of the Dean’s Advisory Board at the Kellogg School of Management at Northwestern University.

Mr. Estey is Chair of the Compensation Committee and a member of the Safety, Health and Environment Committee.



WADE FETZER III Director since 2002. Independence Status⁽¹⁾: Independent.	Number of Shares Beneficially Owned Number of Deferred Share Units Held⁽²⁾Total Value of Shares Beneficially Owned and Deferred Share Units Held⁽³⁾Number of Shares Deemed to be Beneficially Owned	Feb 2005 3,000 2,428 $482,115 6,000⁽⁴⁾	Feb 2006 4,000 3,121 $683,972 7,000⁽⁵⁾

Mr. Fetzer, 68, of Glencoe, Illinois, U.S.A., is a Retired Partner with the investment banking firm Goldman Sachs. He sits on the boards of Serologicals Corporation, Sphere Communications, Northern Star Broadcasting, University of Wisconsin Foundation and Rush-Presbyterian St. Luke’s Medical Center. He is also on the Kellogg Alumni Advisory Board.

Mr. Fetzer is a member of the Corporate Governance and Nominating Committee and the Compensation Committee.



DALLAS J. HOWE Director since 1991. Independence Status⁽¹⁾: Independent.	Number of Shares Beneficially Owned Number of Deferred Share Units Held⁽²⁾Total Value of Shares Beneficially Owned and Deferred Share Units Held⁽³⁾Number of Shares Deemed to be Beneficially Owned	Feb 2005 6,000 8,539 $1,291,354 48,400⁽⁴⁾	Feb 2006 8,000 11,043 $1,829,080 46,400⁽⁵⁾

Mr. Howe, 61, of Calgary, Alberta, Canada, is owner and Chief Executive Officer of DSTC Ltd., a technology investment company, and a director of Advanced Data Systems Ltd. and the Saskatchewan Wheat Pool Inc. A director of Potash Corporation of Saskatchewan, the Crown corporation, from 1982 to 1989, he joined the Corporation’s Board in 1991 and was elected Chair in 2003.

Mr. Howe is Board Chair, Chair of the Executive Committee and a member of the Corporate Governance and Nominating Committee.



ALICE D. LABERGE Director since 2003. Independence Status⁽¹⁾: Independent.	Number of Shares Beneficially Owned Number of Deferred Share Units Held⁽²⁾Total Value of Shares Beneficially Owned and Deferred Share Units Held⁽³⁾Number of Shares Deemed to be Beneficially Owned	Feb 2005 2,000 3,594 $496,859 2,000⁽⁴⁾	Feb 2006 2,000 4,424 $617,025 2,000⁽⁵⁾

Ms. Laberge, 49, of Vancouver, British Columbia, Canada, is a Corporate Director and the former President and Chief Executive Officer of Fincentric Corporation, a global provider of software solutions to financial institutions. She was previously Senior Vice President and Chief Financial Officer of MacMillan Bloedel Limited and is a director of the Royal Bank of Canada, Catalyst Paper, the United Way of the Lower Mainland and St. Paul’s Hospital Foundation.

Ms. Laberge is a member of the Audit Committee and the Safety, Health and Environment Committee.

MANAGEMENT PROXY CIRCULAR │ Nominees for Election to the Board of Directors

Page 8



JEFFREY J. MCCAIG Director since 2001. Independence Status⁽¹⁾: Independent.	Number of Shares Beneficially Owned Number of Deferred Share Units Held⁽²⁾Total Value of Shares Beneficially Owned and Deferred Share Units Held⁽³⁾Number of Shares Deemed to be Beneficially Owned	Feb 2005 2,000 5,512 $667,216 28,000⁽⁴⁾	Feb 2006 2,000 6,735 $838,997 28,000⁽⁵⁾

Mr. McCaig, 54, of Houston, Texas, U.S.A., is Chairman and Chief Executive Officer of Trimac Holdings, a bulk trucking and third-party logistics company. Prior to that, he practiced law, specializing in corporate financing and securities. He is a director of Orbus Pharma Inc., The Standard Life Assurance Company of Canada and Stoneham Administration Inc.⁽⁶⁾

Mr. McCaig is a member of the Audit Committee and the Compensation Committee.



MARY MOGFORD Director since 2001. Independence Status⁽¹⁾: Independent.	Number of Shares Beneficially Owned Number of Deferred Share Units Held⁽²⁾Total Value of Shares Beneficially Owned and Deferred Share Units Held⁽³⁾Number of Shares Deemed to be Beneficially Owned	Feb 2005 4,000 6,587 $940,337 10,000⁽⁴⁾	Feb 2006 4,000 7,307 $1,086,037 10,000⁽⁵⁾

Ms. Mogford, 61, of Newcastle, Ontario, Canada, is a Corporate Director and a former Ontario Deputy Minister of Finance and Deputy Minister of Natural Resources. She is a director of Falconbridge Ltd., MDS Inc. and Sears Canada Inc., and a member of the Altamira Advisory Council. She is a Fellow of the Institute of Corporate Directors (ICD) and an accredited director under the ICD/Rotman School of Business Directors’ Education Program.

Ms. Mogford is the Chair of the Corporate Governance and Nominating Committee and a member of the Audit Committee.



PAUL J. SCHOENHALS Director since 1992. Independence Status⁽¹⁾: Independent.	Number of Shares Beneficially Owned Number of Deferred Share Units Held⁽²⁾Total Value of Shares Beneficially Owned and Deferred Share Units Held⁽³⁾Number of Shares Deemed to be Beneficially Owned	Feb 2005 2,000 4,410 $569,336 2,000⁽⁴⁾	Feb 2006 2,000 5,430 $713,652 2,000⁽⁵⁾

Mr. Schoenhals, 64, of Calgary, Alberta, Canada, is President and Chief Executive Officer of Enform, a petroleum industry safety and training service. He is a former Member of the Legislative Assembly and Cabinet Minister in Saskatchewan and was Chairman of Potash Corporation of Saskatchewan, the Crown corporation, from 1987 to 1989.

Mr. Schoenhals is the Chair of the Safety, Health & Environment Committee and a member of the Compensation Committee.



E. ROBERT STROMBERG, Q.C. Director since 1991. Independence Status⁽¹⁾: Independent.	Number of Shares Beneficially Owned Number of Deferred Share Units Held⁽²⁾Total Value of Shares Beneficially Owned and Deferred Share Units Held⁽³⁾Number of Shares Deemed to be Beneficially Owned	Feb 2005 13,877 4,262 $1,611,106 46,277⁽⁴⁾	Feb 2006 15,580 5,137 $1,989,868 47,980⁽⁵⁾

Mr. Stromberg, 64, of Saskatoon, Saskatchewan, Canada, was formerly associated with the Saskatchewan law firm Robertson Stromberg Pedersen. He is a director of NorSask Forest Products Inc. and Hitachi Canadian Industries Ltd. and holds the rank of Honorary Lieutenant-Colonel of the North Saskatchewan Regiment.

Mr. Stromberg is a member of the Executive Committee, the Safety, Health & Environment Committee and the Corporate Governance and Nominating Committee.

MANAGEMENT PROXY CIRCULAR │ Nominees for Election to the Board of Directors

Page 9



JACK G. VICQ Director since 1989. Independence Status⁽¹⁾: Independent.	Number of Shares Beneficially Owned Number of Deferred Share Units Held⁽²⁾Total Value of Shares Beneficially Owned and Deferred Share Units Held⁽³⁾Number of Shares Deemed to be Beneficially Owned	Feb 2005 3,186 3,094 $557,790 15,186⁽⁴⁾	Feb 2006 3,186 3,791 $670,141 9,186⁽⁵⁾

Mr. Vicq, 66, of Saskatoon, Saskatchewan, Canada, is Professor Emeritus of Accounting, University of Saskatchewan. He is a past Associate Dean of Commerce at the university and was responsible for the Centre for International Business Studies. He formerly held the A.W. Johnson Distinguished Chair in Public Policy in the Saskatchewan Department of Finance.

Mr. Vicq is the Chair of the Audit Committee and a member of the Executive Committee.



ELENA VIYELLA DE PALIZA Director since 2003. Independence Status⁽¹⁾: Non-independent.	Number of Shares Beneficially Owned Number of Deferred Share Units Held⁽²⁾Total Value of Shares Beneficially Owned and Deferred Share Units Held⁽³⁾Number of Shares Deemed to be Beneficially Owned	Feb 2005 2,500 3,243 $510,093 2,500⁽⁴⁾	Feb 2006 2,500 4,466 $669,084 2,500⁽⁵⁾

Ms. Viyella de Paliza, 51, of the Dominican Republic, is President of Inter-Quimica, S.A., a chemicals importer and distributor, Monte Rio Power Corp. and Indescorp, S.A. She is President of the Dominican Business Council, a member of the board of the Inter-American Dialogue and Past President of the Dominican Stock Exchange, Dominican Manufacturers Association and the National Agribusiness Board.

Ms. Viyella de Paliza is a member of the Executive Committee and the Safety, Health and Environment Committee.


(1)	See “Director Independence and Other Relationships”.

(2)	See “Compensation/ Attendance of Directors”. Deferred Share Units do not carry any voting rights. The number of Deferred Share Units held by each director has been rounded down to the nearest whole number.

(3)	Based on the price per Share on the NYSE of $88.82 as at February 28, 2005 and $96.05 as at February 27, 2006. The “Total Value of Shares Beneficially Owned and Deferred Share Units Held” as disclosed excludes the value of the additional deemed Shares included in the “Number of Shares Deemed to be Beneficially Owned”.

(4)	The number of Shares indicated above as deemed to be beneficially owned by the nominated directors includes Shares purchasable by such directors within 60 days of February 28, 2005 through the exercise of options granted by the Corporation, as follows: Frederick J. Blesi 14,000 Shares; William J. Doyle 816,256 Shares; Wade Fetzer III 3,000 Shares; Dallas J. Howe 42,400 Shares; Jeffrey J. McCaig 26,000 Shares; Mary Mogford 6,000 Shares; E. Robert Stromberg 32,400 Shares; and Jack G. Vicq 12,000 Shares. No stock options have been granted to the Corporation’s non-employee directors since November 2002.

(5)	The number of Shares indicated above as deemed to be beneficially owned by the nominated directors includes Shares purchasable by such directors within 60 days of February 27, 2006 through the exercise of options granted by the Corporation, as follows: Frederick J. Blesi 9,000 Shares; William J. Doyle 712,512 Shares; Wade Fetzer III 3,000 Shares; Dallas J. Howe 38,400 Shares; Jeffrey J. McCaig 26,000 Shares; Mary Mogford 6,000 Shares; E. Robert Stromberg 32,400 Shares; and Jack G. Vicq 6,000 Shares. No stock options have been granted to the Corporation’s non-employee directors since November 2002.

(6)	Mr. McCaig was a director of TCT Logistics Inc. (“TCT”) from June 2001 to January 2002. In or about January 2002, a receiver was appointed over the business and assets of TCT by a creditor of TCT.

All of the above directors have had the principal occupation described above for the previous five years other than Ms. Laberge, who was Chief Financial Officer of Fincentric Corporation from October 2000 to November 2003 and Chief Executive Officer from December 2003 to June 2005.

Director Independence and Other Relationships

The Board has determined that all of the directors of the Corporation with the exception of Mr. Doyle and Ms. Paliza are independent within the meaning of the “PotashCorp Governance Principles”, National Instrument 58-101 “Disclosure of Corporate Governance Practices” (“NI 58-101”), applicable rules of the SEC and the New York Stock Exchange (“NYSE”) corporate governance rules.

For a director to be considered independent, the Board must determine that the director does not have any material relationship with the Corporation, either directly or indirectly (e.g. as a partner, shareholder or officer of an organization that has a relationship with the Corporation). Directors of the

MANAGEMENT PROXY CIRCULAR │ Nominees for Election to the Board of Directors

Page 10

Corporation inform the Board as to their relationships with the Corporation and provide other pertinent information pursuant to questionnaires that they complete, sign and certify on an annual basis. As permitted by the NYSE corporate governance rules, the Board has adopted categorical standards to assist it in making determinations of independence. These standards are set out in the “PotashCorp Governance Principles”, the full text of which is available on the Corporation’s website. The independence standards established by the Board are as follows:


1.	A director will not be considered independent if, currently or within the preceding three years, as applicable:


	(a)	the director is, or was, an employee or executive officer of the Corporation, including any affiliated entity of the Corporation;

	(b)	an immediate family member of the director is, or was, an executive officer of the Corporation, including any affiliated entity of the Corporation;

	(c)	the director is, or was, a partner of, employed by or affiliated with any of the Corporation’s present or former internal or external auditors;

	(d)	an immediate family member of the director is, or was, a partner of, employed by or affiliated with any of the Corporation’s present or former internal or external auditors as a partner, principal, manager or in any other capacity; or

	(e)	an executive officer of the Corporation serves or served on the compensation committee of an entity which, in turn, employs or employed either (i) the particular director as an executive officer or (ii) an immediate family member of such director as an executive officer.


2.	A director will not be considered independent if the director received any direct compensation, or an immediate family member of the director received more than $100,000 in direct compensation, within the past three fiscal years from the Corporation, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided that such compensation is not contingent in any way on continued service).

3.	A director will not be considered independent if the director has any of the following commercial or charitable relationships:


	(a)	the director has served as an executive officer or employee of, or any of his or her immediate family members has served as an executive officer of, another company that makes payments to, or receives payments from, the Corporation for property or services in an amount that, in any one of the three most recent fiscal years, exceeds the greater of (x) $1,000,000 and (y) 2 percent of the annual consolidated gross revenues of the company for which such director, or any of his or her immediate family members, has served as an executive officer (or as an employee in the case of the director); or

	(b)	the director has served as an officer, director or trustee of a charitable organization, and the Corporation’s discretionary charitable contributions to that organization exceeds 1.5 percent of that organization’s total annual consolidated gross revenues within any one of the three most recent fiscal years (provided that the Corporation’s matching of employee charitable contributions will not be included in the amount of the Corporation’s contributions for this purpose).

Where a relationship exists as a result of a director who is a limited partner, a non-managing member or who occupies a similar position in an entity that does business with the Corporation, or who has a shareholding in such entity which is not significant, and who, in each case, has no active role in sales to, purchases from, or in providing services to the Corporation and derives no direct material benefit from same, such relationship shall be considered not to be material.

Mr. Doyle is the Chief Executive Officer of the Corporation and is therefore not independent. Mr. Doyle is also Vice Chairman of Canpotex Limited. The Corporation had sales of approximately $577.1 million to Canpotex Limited in 2005.

Ms. Paliza’s father and brother are executive officers of Fertilizantes Santo Domingo, C. por A (“Fersan”), a fertilizer bulk blender and distributor of agrichemicals based in the Dominican Republic, which is a customer of the Corporation. Although representing less than 1% of the Corporation’s consolidated sales in 2005, sales to Fersan exceeded 2% of Fersan’s 2005 consolidated gross revenues. As such, Ms. Paliza does not meet the Corporation’s categorical independence standards which incorporate in relevant part the NYSE corporate governance rules. Ms. Paliza has no direct or indirect interest in the Corporation’s sales to and purchases by Fersan and all such transactions are completed on normal trade terms. Even though she does not meet the aforementioned independence standards, Ms. Paliza provides a valuable contribution to the Board through her industry knowledge and experience and international business perspective.

In determining the independence of its other directors, the Board evaluated business and other relationships that each director had with the Company. In doing so, it determined as immaterial (i) any relationship falling below the thresholds in 3(a) and not otherwise required to be disclosed pursuant to Items 404(a) or (b) of Regulation S-K under the Securities

MANAGEMENT PROXY CIRCULAR │ Nominees for Election to the Board of Directors

Page 11

Exchange Act of 1934 (the “Exchange Act”), (ii) any relationships falling below the threshold in paragraph 3(b) or covered pursuant to paragraph 4 above, and (iii) any relationship between the Corporation and an entity as to which the director in question has no relationship other than a director thereof.

Although disclosure is required pursuant to the regulations of the SEC under the Exchange Act, the Board also determined the following relationships relating to Mr. Stromberg to not impair his independence.

Mr. Stromberg was associated with the Saskatchewan law firm Robertson Stromberg Pedersen until June 30, 2005. The Corporation retained Robertson Stromberg Pederson in 2005. Total billings for 2005 did not exceed $150,000 and Mr. Stromberg derived no material benefit therefrom. A son of Mr. Stromberg, David Stromberg, is a director and a major indirect shareholder of Micro Oil Inc. (“Micro Oil”), a privately held process oil blender and supplier based in Saskatoon, Saskatchewan. David Stromberg is also the president of Micro Oil. Another son of Mr. Stromberg, Jeffrey Stromberg, is a shareholder of Micro Oil. In 2005 and 2004, purchases in an aggregate amount of approximately Cdn$1,126,147.78 and Cdn$352,000, respectively, were made by the Corporation from Micro Oil. The 2005 purchases totaled $929,625, based on a 2005 average exchange rate of 1.2114, and the 2004 purchases totaled $270,499 based on 2004 average exchange rate of 1.3013. Micro Oil and the Corporation have also entered into a confidentiality agreement relating to the development of oil processes used by the Corporation.

Purchases from Micro Oil are made in the ordinary course of business. Mr. Stromberg has no current relationship with the Robertson Stromberg Pedersen firm and has no interest in the business of his adult sons. Through his prominence in the Saskatchewan business community and his professional qualifications and experience, Mr. Stromberg has been and continues to be a valued member of the Board. His presence on the Board plays no role in the Corporation’s decisions to transact business with Micro Oil or the Robertson Stromberg Pedersen firm. The Corporation has and will continue to make such decisions on the basis of the best interests of the Corporation.

None of the directors of the Corporation serve together on the boards of directors of other companies.

Compensation/Attendance of Directors

Directors of the Corporation who are not also officers or employees, that is all directors other than Mr. Doyle, (the “outside directors”) are compensated through the cash payment of an annual retainer plus other fees and the grant of Deferred Share Units. In 2003, the Board decided to discontinue granting stock options to directors.

Except as set forth below, each outside director receives from the Corporation a retainer at an annual rate of $50,000, a per diem fee of $1,500 for meetings he or she attends (until July 1, 2005 the annual rate of the retainer was $40,000 and the per diem fee was $1,000) and a travel fee of $500 per day where travel is required on a day or days on which a meeting does not occur. Outside directors receive an additional $10,000 per year if they serve as a chair of a Board Committee ($15,000 in the case of the Audit Committee Chair). As of July 1, 2004, all Audit Committee members receive an additional $5,000 per year, with the exception of the Audit Committee Chair. Each outside director who is a member of a Board Committee receives a per diem fee of $1,500 for meetings he or she attends, provided such meetings are not held the same day as a Board meeting. Outside directors are also reimbursed for expenses incurred in discharging their responsibilities. Effective July 1, 2005, Mr. Howe, as Board Chair, receives an annual retainer of $140,000 (until July 1, 2005, his annual retainer was $110,000), but does not receive per diem or travel fees. Director compensation is established on the advice of independent consultants, with a view to establishing compensation at the median of the applicable Comparator Group (see “Report of the Compensation Committee and Compensation Discussion and Analysis – Compensation Principles”).

Effective November 20, 2001, the Corporation adopted a Deferred Share Unit Plan for Non-Employee Directors (the “Plan”), which entitles non-employee directors to receive discretionary grants of deferred share units (“Deferred Share Units”), each of which has an initial value equal to the market value of a Share at the time of its grant. The Plan also allows the director to defer, in the form of Deferred Share Units, up to 100% of the annual retainer fees and any other fees payable to such director in respect of serving as a director (“Fees”), which would otherwise be payable in cash. The Plan is intended to enhance the Corporation’s ability to attract and retain highly qualified individuals to serve as directors and promote a greater alignment of interests between such directors and the shareholders of the Corporation.

The number of Deferred Share Units credited to the director’s account with respect to Fees that the director elects to allocate to the Plan is determined as of the last trading day of each calendar quarter and is equal to the quotient obtained by dividing (a) the aggregate amount of Fees allocated to the Plan for the relevant calendar quarter by (b) the market value of a Share on such last trading day (determined on the basis of the closing price on the Toronto Stock Exchange (“TSX”) for participants resident in Canada and on the basis of the closing price on the NYSE for all other participants). Deferred Share Units earn dividends in the form of additional Deferred Share Units at the same rate as dividends are paid on Shares.

Each Deferred Share Unit is credited to the account of an individual director and fully vests upon an award, but is distributed only when the director has ceased to be a member

MANAGEMENT PROXY CIRCULAR │ Nominees for Election to the Board of Directors

Page 12

of the Board or the board of directors of any subsidiary and the director is neither an employee of the Corporation nor of any subsidiary.

At such time, the director will receive a cash payment equal to the market value of a number of Shares purchased on the open market equal to the number of Deferred Share Units recorded in the director’s account (reduced by the amount of applicable withholding taxes). While the Compensation Committee, with Board approval, has the discretion to distribute Shares in lieu of cash, the Committee and Board have determined that all distributions pursuant to the Plan will be made in cash.

On July 1, 2004, the Board determined that the value of annual discretionary Deferred Share Unit grants be established at $55,000 for outside directors, with the exception of the Board Chair, Mr. Howe, whose annual value of Deferred Share Unit grants is set at $140,000. On November 16, 2005, each non-employee director received a discretionary grant of 676 Deferred Share Units, with the exception of the Board Chair, Mr. Howe, who was granted 1,721 Deferred Share Units.

The Board believes that the economic interests of directors should be aligned with those of shareholders. To achieve this, all directors are expected to hold Shares and Deferred Share Units in the Corporation. By the time a director has served on the Board for ten months, he or she must own a minimum of 2,000 Shares. By the time a director has served on the Board for three years, he or she must own Shares and/or Deferred Share Units with a value at least five times the annual retainer paid to directors. The Board may make exceptions to this standard where, as a result of the unique financial circumstances of a director, compliance would result in an unacceptable hardship. As at February 27, 2006, all of the Corporation’s directors were in compliance with the minimum shareholding requirements described above.

Directors also participate in the Corporation’s Group Life insurance coverage (Cdn$50,000), Accidental Death and Dismemberment coverage (Cdn$100,000), Business Travel Accidental coverage (Cdn$250,000) and Supplemental Business Travel Medical coverage ($250,000 per calendar year).

The following table sets forth compensation earned by the individuals who served as directors of the Corporation during fiscal 2005.

Remuneration of Directors

for the 12-month period ended December 31, 2005

Annual Retainer ($)

Meeting and Other Fees ($)

Percentage

of Total

Deferral to

Annual Grant of

Remuneration

Deferred Share

Total

in Deferred Share

Director

Cash

Units

Cash

Units

Units ($)

Remuneration ($)

Units

Frederick J. Blesi

–

45,000.00

38,000.00

–

55,000.00

138,000.00

72.46

William J. Doyle

–

Potash Corp of Saskatchewan Inc · 10-K · For 12/31/05 · EX-99

Filed On 3/9/06 3:58pm ET · SEC File 1-10351 · Accession Number 1130319-6-177

Annual Report · Form 10-KFiling Table of Contents

EX-99 · 2006 Notice of Meeting, Proxy Circular and Form of ProxyExhibit Table of Contents

This is an EDGAR HTML document rendered as filed. [ Alternative Formats ]

Annual Report · Form 10-K
Filing Table of Contents

EX-99 · 2006 Notice of Meeting, Proxy Circular and Form of Proxy
Exhibit Table of Contents