Governance, Commitments and Engagement

4.1

Governance Structure of the Organization, Including Committees

Mosaic’s corporate governance structure is characterized by the Board of Directors, Board Committees and Senior Leadership Team (SLT). Our Board Committees include an Audit Committee; Compensation Committee; Corporate Governance and Nominating Committee; and Environmental, Health, Safety and Sustainable Development Committee. Additional information regarding directors, executive officers and corporate governance is detailed in our fiscal 2013 Proxy Statement (Pages 11-18 and Page 21).

We are committed to making informed choices that improve our corporate governance, financial strength, operational efficiency, environmental stewardship, community engagement and resource management. Through these efforts, we intend to sustain our business and experience lasting success. In 2010, Mosaic formalized its commitment to sustainability by establishing a Sustainability Steering Committee to ensure companywide transparency and accountability. This group works to define priorities, needs and performance gaps across the company.

The Environmental, Health, Safety and Sustainable Development (EHSS) Committee of Mosaic’s Board of Directors provides oversight of the company’s overall environmental and sustainability strategy. Composed of four members, three of whom are independent, 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. The EHSS Committee's recommendations are comprehensively reviewed by Mosaic’s Board of Directors and SLT.

4.2

Chair

Mr. Robert L. Lumpkins is Chairman of the Board of Directors. He is an independent director and not an executive officer of the company.

4.3

Number of Members of the Highest Governance Body

Mosaic’s Board of Directors has 11 members. All of our directors, except our CEO and one director, who is an executive officer of Cargill, are independent. Please refer to our 2013 Proxy Statement for more information.

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 Corporate Governance and Nominating 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.

4.4

Mechanisms for Shareholders and Employees to Provide Recommendations or Direction to the Highest Governance Body

The Governance Committee believes that open communication is best achieved by offering stakeholders, including security holders, employees and other interested parties, several methods of communication with the Board, including phone, e-mail or written communication in care of the General Counsel at the address of the Company’s executive offices. For more information, please see Mosaic’s Policy Regarding Communications with the Board of Directors.

4.5

Linkage Between Compensation of Members of Governance Bodies and the Organization’s Performance

Performance measures for incentive compensation for members of Mosaic’s governance executives (Management Incentive Plan) are based not only on financial results but also on operational excellence measures. Details of our corporate governance are provided in Mosaic’s 2013 Proxy Statement (Page 5, Pages 36-38).

4.6

Processes for the Governance Body to Avoid Conflicts of Interest

Mosaic employees and Directors must abide by the applicable provisions in the Company’s Code of Business Conduct and Ethics, which provides that personal conflicts of interest (i.e., when an individual’s private interests interfere in any way with the interests of the Company) are prohibited as a matter of Company policy, except under the guidelines approved by the Board. Each of the Company’s Directors and Executive Officers completes a questionnaire on an annual basis designed to elicit information about any potential Related Person Transactions. In addition, it is the responsibility of each Director and Executive Officer to bring any Related-Person Transaction in which he or she is involved to the General Counsel for review and approval in accordance with this Policy. Any potential Related-Person Transaction that is identified will be analyzed by the General Counsel, in consultation with management and with outside counsel, as appropriate, to determine whether the transaction or relationship constitutes a Related-Person Transaction requiring compliance with this Policy. Related-Person Transactions that are brought to the attention of the General Counsel shall be submitted for consideration by the Governance Committee. Any Related-Person Transaction that is not approved or ratified, as the case may be, shall be voided, terminated or amended, or such other actions shall be taken, in each case as determined by the Committee, so as to avoid or otherwise address any resulting conflict of interest.

4.7

Process for Determining the Qualifications and Expertise of Members of the Governance Bodies

The responsibilities of the Corporate Governance and Nominating Committee are detailed in the Corporate Governance Guidelines. Per its charter, the Corporate Governance and Nominating Committee of the Board of Directors identifies individuals believed to be qualified to become Board members pursuant to its “Policy Regarding Identification and Evaluation of Potential Director Nominees.” In evaluating candidates, the Committee shall take into account the applicable requirements for directors under the Securities Exchange Act of 1934 and the listing standards of the NYSE. The Committee may take into consideration such other factors and criteria as it deems appropriate in evaluating a candidate.

4.8

Mission Statements, Codes of Conduct and Principles

No matter where Mosaic operates in the world, our employees adhere to the same companywide values. This common sense of purpose and responsibility ensures that we approach our work with a shared goal.

Mission

Our mission is to help the world grow the food it needs. As the world’s largest supplier of phosphate and potash, we consider this mission to be a noble one that carries vast responsibility.

Values

Our values of integrity, excellence, sustainability and connectivity define how we conduct our business, how we interact with each other and how we treat our communities and our planet.

Our Role in Feeding the World

We live in an increasingly populous and prosperous world, one in which the accelerating demand for food is a powerful force. Today the world’s population is growing at a rate of about 1.1% per year. That might not sound like much, but it means we need to set the dinner tables for an additional 73 million people each year. This population explosion poses a serious challenge to the food producers of the world.

Another factor driving the demand for food is increasing prosperity, particularly in the developing world. As millions of people continue to increase their earning power, a protein-rich diet is generally one of their first lifestyle improvements. The demand for more protein has a significant impact on grain and oilseed demand, as protein-based diets are more dependent on these products than carbohydrate-based diets.

Considering the ever-expanding world population, the increased demand for protein and the fact that there is limited arable land on our planet, the most efficient way to meet the increasing demand for food is to increase crop yields. That’s where Mosaic comes in. Our crop nutrients can double, triple or even quadruple a farmer’s yield per acre. Agronomists estimate that commercial crop nutrients directly account for 40 to 60% of crop yields. The optimum use of crop nutrients is essential to growing the food the world needs.

Our crop nutrition products are complemented by our customized services. From field mapping and soil testing, to agronomic consulting and fertilizer blending innovations, our services provide real-world benefits to our customers.

4.9

Procedures for Overseeing the Organization’s Identification and Management of ESG Performance

Pursuant to their respective charters, committees of our Board assist in the Board’s oversight of risk. The Environmental, Health, Safety and Sustainable Development (EHSS) Committee oversees management’s plans, programs and processes to evaluate and manage EHSS risks to our business, operations and products; the quality of management’s processes for identifying, assessing, monitoring and managing the principal EHSS risks in our business; and management’s objectives and plans (including means for measuring performance) for implementing our EHSS risk management programs. Please refer to Mosaic’s 2013 Proxy Statement for more information.

Please refer to Mosaic’s 10-K Report (page 50).

4.10

Process for Evaluating the Highest Governance Body’s Performance

Mosaic’s Board, Mosaic’s Environmental, Health, Safety and Sustainable Development Committee, Compensation Committee, and Corporate Governance Guidelines

4.11

Explanation of Whether and How the Precautionary Approach or Principle Is Addressed by the Organization

Mosaic addresses the precautionary principle through the organization’s management of risk. It is the role of management to operate the business, including managing the risks arising from our business, and the role of our Board to oversee management’s actions. Management reports on enterprise risks to the full Board on a regular basis. Please see our 2013 Proxy Statement for more information.

In fiscal 2013, Mosaic submitted our first United Nations Global Compact (UNGC) Communication on Progress, affirming our commitment to operate according to the UNGC’s 10 universal principles, including Principle Seven, which states, “Businesses should support a precautionary approach to environmental challenges.”

4.12

Externally Developed Economic, Environmental and Social Charters, Principles to Which the Organization Subscribes or Endorses

In 2012, Mosaic became a signatory to the United Nations Global Compact.

4.13

Memberships in Associations in Which the Organization Has Positions in Governance Bodies, Participates in Projects or Committees, or Provides Substantive Funding Beyond Routine Membership Dues

The Mosaic Company strives to be the global leader in the crop nutrient industry. As such, we recognize the importance of being active in industry associations and cross-sector business forums that provide common platforms to advance cutting-edge scientific research and best management practices within our company and our industry. Mosaic considers the relevance of the engagement opportunities to our business strategies and pursues mutually beneficial partnerships. A selection of key organizations with which Mosaic is involved are listed below.

Cross-Sector and Industry Partnerships
Cross-Sector Organization Ways We Engage Involvement
Carbon Disclosure Project (CDP) Member Mosaic supports the CDP’s aims to improve transparency with respect to greenhouse gas emissions and develop reduction strategies.
Global Landscapes Initiative (GLI) Founding partner Mosaic supports the GLI’s activities to assess trends in global agricultural supply and demand, improve our ability to balance human needs with environmental stewardship and promote secure landscapes across the globe.
GRI’s Focal Point Sector USA Founding U.S. sector leader In 2011, Mosaic joined the GRI Focal Point USA as a U.S. sector leader to help boost the number of U.S. companies reporting on sustainability, to improve the quality of those reports and to increase U.S. organizations' input into developing new guidance for sustainability reporting.
United Nations Global Compact (UNGC) Signatory In 2012, The Mosaic Company became a signatory to the UNGC, affirming our deep commitment to operating responsibly.
World Economic Forum (WEF) Member and committee level Mosaic’s participation in the WEF in both the Consumer and the Mining & Metals sectors allows us the opportunity to engage other global companies, gain line of sight and contribute to best practices.
Industry Organization Ways We Engage Involvement
ANDA Member As a member of ANDA, Mosaic promotes the value and correct use of fertilizers in Brazil.
Agriculture Nutrient Policy Council (ANPC) Member Our membership in the ANPC allows us to be an active stakeholder and leader in the policy process, building the industry’s technical, legal and policy capacity.
Canadian Fertilizer Institute (CFI) Board level Mosaic supports the CFI’s efforts to promote the responsible, sustainable and safe production, distribution and use of fertilizers.
Conservation Technology Information Center (CTIC) Board level In 2012, Mosaic continued to partner with the CTIC on several initiatives that champion, promote and provide information on technologies and sustainable agricultural systems.
International Plant Nutrition Institute (IPNI) Board level In 2011, Mosaic contributed to and benefited from IPNI’s information about the production, distribution and use of potash and its influence on soil fertility.
International Fertilizer Industry Association (IFA) Board level Mosaic supports the IFA’s efforts to represent, promote and protect the fertilizer industry among policymakers, regulators, farmers and society at-large.
Saskatchewan Mining Association Member Mosaic supports the Association’s aims to enhance the general welfare of the mining industry through technical innovations in the fields of health and safety standards, waste disposal, environmental protection, and extractive metallurgy research and development.
Saskatchewan Potash Producers Association (SPPA) Member Our membership in the SPPA allows us to be an active stakeholder and leader in the policy process, building the industry’s technical, legal and policy capacity.
The Fertilizer Institute (TFI) Board level Mosaic partners with TFI in its mission to represent, promote and protect the fertilizer industry.

4.14

List of Stakeholder Groups Engaged by the Organization

Mosaic encourages open lines of communication with stakeholders, with the communities in which we operate and with all other stakeholders. Additional information on stakeholders engaged by Mosaic is provided in the 2012 Sustainability Report.

Stakeholder Engagement
Mosaic’s Stakeholder Ways We Engage How Often Topics of Importance
Employees Intranet sites, e-screens at plants and mines, town hall meetings, employee magazine, engagement surveys Daily to biannually Environment, health and safety, company, business unit and facility performance, our business and our industry, business conduct and ethics, professional development and training
Local Communities Internet site and community microsites, tours of plants and mines, community advisory panels, town halls and/or open houses, media, community organization memberships, economic and charitable partnerships Daily to quarterly Partnerships and community relations, corporate and charitable support, environmental investment, environmental footprint, education, local jobs, and economic impact
Customers Sales relationships, regular visits, customer service surveys, special events Weekly to biannually Product innovations, agronomic research and development, certifications, impacts of our business and the industry
Government and Regulatory Officials Legislative advocacy, permitting applications, tours of plants and mines Biweekly to quarterly Compliance, environmental investment and footprint, industry leadership, voluntary programs
Investors Internet site, Webcasts and presentations, Securities and Exchange Commission (SEC) reports, analyst meetings, press releases Daily to quarterly Investments, financial results, market data, operational excellence, risks and opportunities, company priorities
Civil Society Organizations Internet site, meetings with organization, local community and business leaders, corporate communications Weekly to biannually Nutrient stewardship, sustainable agriculture, food security, local community investment and partnerships
Suppliers Internet site, meetings with procurement team, supplier survey Weekly to biannually Cost reduction, productivity, quality and innovation opportunities, new technologies, contract preparation, environment, health and safety evaluation and renewal, products and services provided; certifications, impacts of products and services
Media Press releases, interviews and briefings, Internet site and community microsites, SEC reports, tours of plants and mines, town halls and/or open houses Daily to quarterly Company priorities, performance and products, food security, nutrient stewardship, watershed restoration and preservation, local economic impact, partnerships and community relations, corporate and charitable support
Note: Information displayed in summary is available in full form in GRI: 4.13-4.17.

4.15

Basis for Identification and Selection of Stakeholders With Whom to Engage

In 2012, Mosaic began working with a third-party auditor to analyze how Mosaic defines significant economic, environmental and social impacts. AccountAbility's AA1000 Stakeholder Engagement Standard guided the review process that reflects our company's commitment to more fully inform all stakeholders on matters that influence our business and society. The analysis included:

  • Reviewing Mosaic's public financial reports, sustainability reports, GRI tables, policies and commitments as well as an internally-conducted survey of senior management, customers and employees;
  • Conducting a quantitative telephone survey to measure progress of community relations and environmental stewardship in two primary geographies in which Mosaic operates, regions of Saskatchewan and Florida;
  • Scanning media reports and blogs for issues raised for public concern;
  • Engaging leaders of local, regional, national and global community organizations;
  • Comparing materiality determination practices to peer companies;
  • Cataloguing issues identified by stakeholder surveys, sustainability indexes, principles of the United Nations Global Compact, regulatory and policy trends, industry associations and cross-sector partnerships

How we engage stakeholders—whether supportive or critical—in our communities, our industry and globally, helps us anticipate and manage complex issues and develop targets by which we measure and report our progress. Our goals and reporting will evolve as we refine our understanding and identify further material issues.

Mosaic uses a variety of methods to engage with stakeholders. Some examples are provided below:

  • Methods and opportunities for communication with the Board of Directors is detailed in our Proxy Statement.
  • Mosaic maintains EthicsPoint, a 24-hour, independently administered, confidential, anonymous and multilingual hotline and Website. EthicsPoint allows Mosaic employees to express any concerns they might have about compliance with our Code of Business Conduct and Ethics, as well as other workplace issues, concerns, inquiries and suggestions.

Community Advisory Panels and Microsites

During the 2012 reporting period, Mosaic supported formal and informal communication channels to leverage the collective strength of our employees, communities, partners and consumers. Mosaic underwrites independent Community Advisory Panels (CAPs). For example, the CAP in Manatee County, Florida, is comprised of members from an active cross-section of civic leaders, environmental groups, business leaders and Mosaic’s neighbors. A mix of self-identified citizens and those selected by a third-party facilitator identifies topics of community interest and concern, and invites knowledgeable presenters to address specific areas of focus. The Company is working to expand stakeholder outreach to improve our accountability feedback loop.

4.16

Approaches to Stakeholder Engagement

Mosaic is committed to stakeholder engagement and public advocacy efforts. Through social media, government relations, facility tours and more, we work to ensure that our stakeholders are well-informed and engaged with our mission.

Please refer to Mosaic’s GRI indicator SO1 and the chart in 4.14 for additional details.

4.17

Key Topics and Concerns That Have Been Raised Through Stakeholder Engagement, and How the Organization Has Responded to Those Key Topics and Concerns, Including Through Its Reporting

Key topics raised through stakeholder engagement are summarized in 4.14. Meaningful engagement of internal and external stakeholders is central to The Mosaic Company’s social responsibility and long-term success. We want to hear the full range of voices in our workplace and in our communities, and we strive to earn and preserve the trust of our communities and our world.