Board of Directors and Executive Management Team

Mosaic's business, property and affairs are managed under the direction of the Mosaic Board of Directors. Board members exercise their oversight of Mosaic's business decisions through discussions with Mosaic's executive officers, review of materials, visits to facilities and participation in meetings of the Board and its committees.

Mosaic's Board is comprised of a majority of directors who are independent within the meaning of the New York Stock Exchange listing standards. Our Audit Committee is comprised solely of directors who are independent. The Chair and a majority of the members of our Compensation Committee and of our Corporate Governance and Nominating Committee are independent.

To help carry out its responsibilities, the Board has delegated authority to the following committees: Executive Committee, Audit Committee, Compensation Committee, Corporate Governance and Nominating Committee, Environmental, Health and Safety Committee and the Cargill Transactions Subcommittee of the Corporate Governance and Nominating Committee.

Responsibility for managing the day-to-day operations of Mosaic lies with the company's senior management team, which is led by Chief Executive Officer and President James T. Prokopanko. Mosaic's Board of Directors, including its Chairman, Robert L. Lumpkins, works with the CEO to supervise the selection of well-qualified senior executives, monitor the management team's performance and provide counsel to the company's senior executive team. Mosaic has separated the Chairman of the Board position from the CEO position; Robert Lumpkins serves as a non-executive Chairman.

The Board follows a set of guidelines that provide a general framework for carrying out its duties. A copy of the guidelines can be found here.

Working together, the Board and the Executive Team ensure that Mosaic's business is well-positioned to grow value and maintain our industry leadership and cost competitiveness.