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Avoiding Conflicts of Interest

Overview

We must be careful to avoid actions that conflict, or even appear to conflict, with Tronox’s best interests.

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.

A conflict situation can arise when an employee or director:

Takes actions or has interests that may make it difficult to perform their duties objectively and effectively

Receives, either directly or indirectly, Tronox personal benefits as a result of their position with Tronox (an indirect benefit could be a benefit provided to a family member)

If you are ever in doubt about the propriety of a transaction, consult your supervisor or the Legal Department.

Corporate Opportunities

You have a duty to Tronox to advance its legitimate interests when the opportunity to do so arises.

You may not:

  • personally take for yourself, or help others take for their benefit, a business opportunity that is discovered through the use of Company property, information or position;
  • use Tronox’s name, property, information or position for personal profit, gain or advantage (other than compensation from Tronox); or
  • compete with Tronox.

Each of us must be particularly attentive to the possibility of misappropriating a corporate opportunity of Tronox and, in any case of uncertainty, you should promptly consult with your manager or the Legal Department. Corporate Executive Officers and Directors should promptly consult with the Chairman of the Corporate Governance and Nominating Committee. The Committee will then determine what, if any, action may be appropriate in response.

 


Questions and Answers about Protecting Confidential Information

    Yes. Depending on your position at Tronox you may have a conflict of interest and need to disclose the conflict with your managers and seek advice from your Human Resources representative, your manager, or the Legal department.

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    No. Given your family relationship it may influence your decision. It is best to not include your family member in the bidding process. Tronox should avoid the appearance of a conflict of interest even if all the proper procedures would be followed, and even if a close family relation would receive no advantage in the bidding process.

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