A “conflict of interest” occurs when an individual’s private or personal interest interferes in any way, or even appears to interfere, with the interests of Tronox.
These can include:
- representing Tronox in dealings in which that individual has a vested interest;
- soliciting personal favors from those with whom Tronox does business;
- working for or providing advice or consulting services to a competitor, supplier, or customer of Tronox, running a business that competes with Tronox, or taking a position that interferes with one’s duties to Tronox;
- becoming a director or officer of, or having a financial interest in, a company with whom Tronox does business; or
- other circumstances in which the person’s loyalty to Tronox would be divided.
These situations, and others like them, must be avoided unless approved by the Legal Department or, in the case of Corporate Executive Officers and Directors, by the Board of Directors.
Tronox employees may not have a financial interest in any Company customer, supplier, distributor, sales representative or competitor that might cause divided loyalty or even the appearance of divided loyalty.
Loans from Tronox to Directors and Corporate Executive Officers are not permitted. Loans from Tronox to any other employees must be approved in advance by the Board of Directors or its designated committee or Corporate Executive Officer.
Without prior approval of the General Counsel, employees, or agents working on behalf of the Company may not perform outside work for other parties or solicit such business on Company premises or Company time, which includes time given with pay to handle personal matters. Neither are they permitted to use Company equipment, telephones, materials, resources or proprietary information for any outside work.
You must promptly disclose any actual or potential conflicts of interest to your manager or to the Legal Department. Corporate Executive Officers and Directors should disclose actual or potential conflicts of interest to the Chairman of the Corporate Governance and Nominating Committee of Tronox’s Board of Directors. The Committee will then determine what, if any, action may be appropriate in response.