Committee Composition

Below is a summary of our committee structure and membership information. To read more about any of the committees, click on committee names in the chart below.

Chairperson

Member

Financial Expert

Audit Committee (.pdf) Compensation Committee (.pdf) Corporate Governance and Nominating Committee (.pdf) Environmental, Health and Safety Committee (.pdf) Executive Committee (.pdf) Guillaume Bastiaens        Raymond F. Bentele      Phyllis E. Cochran        Richard  D. Frasch        William R. Graber       Robert L. Lumpkins        Harold H. MacKay        David B. Mathis        William T. Monahan      James  L. Popowich        James T. Prokopanko          David T. Seaton          Steven M. Seibert

The Audit Committee

The responsibilities of the Audit Committee include, among other things, the appointment, retention, compensation and oversight of the work of the independent auditor of the Company; reviewing the scope and results of the annual independent audit and quarterly reviews of the Company’s financial statements with the independent auditor, management and internal auditor; reviewing the internal audit plan and audit results; reviewing the quality and adequacy of internal control systems with management, the internal auditor and the independent auditor; and reviewing with the independent auditor and management the application and impact of new and proposed accounting rules, regulations, disclosure requirements and reporting practices on the Company’s financial statements and reports. To view a copy of the Committee’s Charter, please click the link below:
Charter of the Audit Committee (.pdf)

The Compensation Committee

The responsibilities of the Compensation Committee include determining the amount and nature of compensation paid by the Company to its executive officers and key employees; administering the stock option, incentive and deferred compensation and other executive benefit plans; reviewing incentive compensation awards; considering the competitiveness of the Company’s executive compensation and other compensation programs with respect to relevant industries and the business community generally; and reviewing the succession plan for senior management other than the Chief Executive Officer. To view a copy of the Committee’s Charter, please click the link below:
Charter of the Compensation Committee (.pdf)

The Corporate Governance and Nominating Committee

The responsibilities of the Corporate Governance and Nominating Committee include recommending to the Board a set of corporate governance principles applicable to the Company and providing ongoing oversight of governance; selecting and recommending to the Board nominees for director; recommending to the Board all committee assignments; developing a compensation and benefits program for the Board; reviewing the succession plan for the Chief Executive Officer; and reviewing and approving related party transactions including certain commercial or other transactions between Cargill and its subsidiaries, on the one hand, and the Company and its subsidiaries, on the other hand, in order to ensure fairness in commercial relationships with Cargill. To view a copy of the Committee's Charter, please click the link below:
Charter of the Corporate Governance and Nominating Committee (.pdf)

The Environmental, Health and Safety Committee

The responsibilities of the Environmental, Health and Safety Committee include reviewing with management and providing oversight for the Company’s policies, programs and procedures relating to the environment, health and safety (EHS) and the implementation thereof; reviewing the Company’s compliance with applicable laws, regulations and the EHS policies of the Company; and reviewing reports from management regarding significant administrative, regulatory and judicial proceedings and proposed legislation and rule-making initiatives that may impact the Company. To view a copy of the Committee’s Charter, please click the link below:
Charter of the Environmental, Health and Safety Committee (.pdf)

The Executive Committee

The responsibilities of the Executive Committee include acting on matters requiring action between Board meetings when it is unnecessary or impractical to convene the full Board, as determined by the chair of the Committee.
Charter of the Executive Committee (.pdf)

Independence and Expertise

As a result of Mosaic opting to be treated as a “controlled company” for purposes of the NYSE Corporate Governance Rules, the listing standards of the NYSE do not require that Mosaic’s Board be comprised of at least a majority of independent directors, nor that the Board maintain Nominating/Corporate Governance and Compensation Committees comprised entirely of independent directors. The NYSE Corporate Governance Rules do, however, require that the Board maintain an Audit Committee comprised entirely of independent directors, and also require the Board to make a formal determination each year as to which of its directors are independent. In addition to meeting the minimum standards of independence adopted by the NYSE, no director qualifies as “independent” under the NYSE Corporate Governance Rules unless the Board affirmatively determines that the director has no material relationship with the corporation. The NYSE, however, allows companies to adopt and disclose categorical standards of independence and make general disclosures as to which directors meet those standards. To view The Mosaic Company Director Independence Standards adopted by the Board, click on the link below:
Director Independence Standards (.pdf)

The Board of Directors has determined that each member of the Audit Committee is "independent" and meets the independence and other requirements of the listing standards of the NYSE and Rule 10A-3 under the Securities Exchange Act of 1934.

The Board has also determined that Mr. William R. Graber is an "audit committee financial expert" under the SEC's rules and that, in its business judgment, Mr. Graber has accounting and related financial management expertise under the NYSE's listing standards.

Finally, the Board has determined, in its business judgment, that each member of the Audit Committee is financially literate, under the NYSE's listing standards.