Agrium's Board believes that best corporate governance practices provide an important framework for a timely response to situations that may directly affect shareholder value. Agrium's Board is comprised of a diverse group of experienced individuals who bring unique perspectives all with the same goal of delivering solid governance and enhancing shareholder value. We are proud of our commitment to corporate governance. We expect that each year will bring new changes and challenges to reaffirm investor confidence. We are up to the challenge. We have developed a corporate culture and a manner of doing business that can be held up to the most detailed scrutiny. Now and in the future, we will continue to strive to operate to the highest standards.

Frank W. Proto
Board Chair

We take great pride in our tradition of excellent corporate governance and strongly support the principles embraced by the recent corporate governance reforms that have taken place and that continue to evolve in Canada and the United States. Our Board and management are committed to corporate governance practices of the highest standards and integrity, and will continue to be vigilant and develop our corporate governance practices to ensure that they meet or exceed the requirements and recommendations of regulatory authorities, institutional shareholders and interested stakeholders.

Michael M. Wilson
President & Chief Executive Officer

Corporate Governance at Agrium

Ethics, integrity, honesty and respect: these are the values that anchor the corporate governance practices at Agrium. We have been consistently recognized for excellence in corporate governance practices, including having received the Board Shareholder Confidence Index rating of AAA in 2007 from the Clarkson Centre for Business Ethics & Board Effectiveness (University of Toronto - Joseph L. Rotman School of Management), and were ranked 10th out of 190 companies on the S&P/TSX Composite Index in a study on corporate governance practices conducted in 2007 by the Globe & Mail - Report on Business. We have also been ranked in 2007 as having outperformed 99.5 percent of the companies in the S&P/TSX Composite Index according to the Corporate Governance Quotient rating system developed by Institutional Shareholder Services (ISS) to assist institutional investors in evaluating the quality of corporate Boards and the impact their governance practices may have on performance. In addition, we received the highest possible rating of 10 by GovernanceMetrics International (GMI), a New York based corporate governance research and ratings agency.

The stewardship of the Company is the responsibility of the Board of Directors and the four Committees of the Board and is further supported by a number of management committees, including a Disclosure Committee, Environment, Health & Safety Committee, Hedging Committee, and Pension Administration and Investment Committees. The Corporate Governance & Nominating Committee of the Board is specifically committed to the continuing review, development and improvement of best corporate governance practices which our Board and management believe are the cornerstones of investor trust and shareholder value.

Our Board and management are committed to corporate governance practices of the highest standards and integrity, and will continue to be vigilant and develop our corporate governance practices to ensure that they meet or exceed the requirements and recommendations of regulatory authorities, institutional shareholders and interested stakeholders.

Compliance with NYSE Listing Standards on Corporate Governance

Our common shares are listed on the NYSE, but as a listed foreign private issuer, the NYSE does not require us to comply with all of its listing standards regarding corporate governance. Notwithstanding this exemption, we are in compliance in all material respects with the NYSE listing standards and we intend to continue to comply with those standards so as to ensure that there are no significant differences between our corporate governance practices and those practices required by the NYSE.