Independence and Expertise chevron icon

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 Ms. Nancy E. Cooper and Mr. Gregory L. Ebel are "audit committee financial experts" under the SEC's rules and that, in its business judgment, Ms. Cooper and Mr. Ebel have 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.