Board Committees

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 Compensation Committee Corporate Governance and Nominating Committee Environmental, Health, Safety and Sustainable Development Committee Robert L. Lumpkins        Phyllis E. Cochran      Nancy  E.  Cooper      Gregory L. Ebel        William R. Graber     Emery N. Koenig        Harold H. MacKay        William T. Monahan      James  L. Popowich      David T. Seaton      Steven M. Seibert

The responsibilities of the Audit Committee include, among others:

• the appointment, retention, compensation and oversight of the work of our independent registered public accounting firm;
• reviewing the scope and results of the annual independent audit and quarterly reviews of our financial statements with the independent registered public accounting firm, management and internal auditor (or other personnel responsible for the internal audit function);
• 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 registered public accounting firm; and
• reviewing with the independent registered public accounting firm and management the application and impact of new and proposed accounting rules, regulations, disclosure requirements and reporting practices on our financial statements and reports.

To view a copy of the Committee’s Charter, please click here Audit Committee

The responsibilities of our Compensation Committee include, among others:

• Chief Executive Officer (“CEO”) Compensation:
  • Reviewing and recommending to our independent directors the amount and mix of direct compensation paid to our CEO; and
  • Establishing the amount and mix of executive benefits and perquisites for our CEO.
• Other Executive Officers’ Compensation:
  • Establishing the amount and nature of direct compensation and benefit programs for our other executive officers.
• Severance, Change-in-Control and Other Termination Arrangements;
  • Reviewing and recommending to our independent directors the levels of compensation under severance, change-in-control and other termination arrangements for our CEO;
  • Establishing any change-in-control and other termination arrangements for our other executive officers; and
  • Adopting appropriate forms of agreements reflecting such arrangements.
• Incentive Plans:
  • Reviewing and recommending to our Board performance goals and associated payout percentages under short- and long-term incentive plans for executive officers;
  • Recommending to our independent directors awards under these plans to our CEO; and
  • Approving awards under these plans to our other executive officers.
• Other Benefit Plan:
  • Overseeing the design and administration of our stock option, incentive and other executive benefit plans.

Our Compensation Committee also oversees:

• our public disclosure of compensation matters in our proxy statements;
• our solicitation of stockholder approval of compensation matters;
• risks related to our executive and employee compensation policies and practices, including the design of executive and employee compensation programs to mitigate financial, shareholder, reputation and operations risks; and
• succession planning for senior management other than the CEO and related risks.

To view a copy of the Committee's Charter, please click here: Compensation Committee

The responsibilities of the Corporate Governance and Nominating Committee include, among others:

• recommending to the Board a set of corporate governance principles and providing ongoing oversight of governance;
• recommending to the Board nominees for director;
• recommending to the Board all committee assignments;
• developing a compensation and benefits program for the Board;
• overseeing the Board and committee annual evaluation process;
• overseeing from a corporate governance perspective the manner in which the Board and its Committees reviews and assesses enterprise risk;
• reviewing and approving certain transactions involving related persons; and
• reviewing the succession plan for the CEO.

To view a copy of the Committee's Charter, please click here Governance and Nominating Committee

The EHSS Committee provides oversight of our environmental, health, safety and sustainable development strategic vision and performance, including: the safety and health of employees and contractors; environmental performance; the systems and processes designed to manage EHSS risks, commitments, public responsibilities and compliance; relationships with and impact on communities with respect to EHSS matters; public policy and advocacy strategies related to EHSS issues; and achieving societal support of major projects. Its responsibilities include, among others:

• overseeing the effectiveness of management’s systems, policies and processes that support our EHSS goals, commitments and compliance obligations;
• conducting an annual environment, health and safety management system review;
• reviewing with management compliance with environmental, health and safety laws, and pending or threatened environmental, health and safety proceedings;
• overseeing management’s responses to significant emerging EHSS issues;
• reviewing sustainability issues, including product stewardship;
• reviewing our interactions relating to EHSS matters with communities, customers and other key stakeholders; and
• overseeing the management of EHSS risks.

To view a copy of the Committee’s Charter, please click here Environmental, Health, Safety and Sustainable Development Committee.

The listing standards of the NYSE require that Mosaic’s Board be comprised of at least a majority of independent directors and that the Board maintain Audit, Compensation and Nominating/Corporate Governance Committees comprised entirely of independent directors. The NYSE Corporate Governance Rules 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.

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.