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Ensuring the Accuracy of Corporate Records and Reporting

Overview

All of our employees and agents working on behalf of the company generate records as part of their regular tasks, and it is crucial that they make only true and accurate statements and representations.

This applies not only to Tronox records, but also to statements and representations made to government agencies, suppliers, customers, the press, and the general public.

Every individual involved in creating, transmitting, or entering information into Tronox’s financial and operational records (including time sheets, sales records and expense accounts) is responsible and must take care to do so completely, honestly and accurately.

How to ensure accuracy

To ensure compliance with this policy, it is important that we strive to:

  • Take care that business transactions are properly authorized and that clear, complete and accurate entries of those transactions are created and recorded on Tronox’s books and records in accordance with generally accepted accounting principles and Tronox’s internal controls policies and procedures;
  • Detail the true nature of every transaction or payment in its supporting documentation;
  • Report the existence of any undisclosed or unrecorded funds or other assets;
  • Ensure that all reports to regulatory agencies (including reports to be filed with, or submitted to, the U.S. Securities and Exchange Commission are full, fair, accurate, timely and understandable);
  • Cooperate with investigations into or audits of Tronox’s financial records;
  • to the extent estimates and accruals are necessary in Company reports and records, ensure they (i) are supported by appropriate documentation and based on good faith judgments compliant with Tronox’s accounting policies and procedures and (ii) to the extent material, have been approved by management;
  • Ensure payments always only are made to the person or the firm that provided the related goods or services; and
  • Ensure that contacts with taxing authorities are handled in accordance with Tronox’s accounting policies and procedures.

You are expected to submit accurate expense accounts. To submit an expense account for meals not eaten, miles not driven, airline tickets not used, or for any other expense not incurred is dishonest reporting and is prohibited.

 

Accounting Controls

All transactions must be properly and accurately recorded on Tronox’s books and records, in compliance with Generally Accepted Accounting Principles, Tronox’s internal controls over financial reporting and other internal controls, and any other applicable Company policies and procedures.

No unrecorded bank accounts, corporate funds or assets may be maintained, and all entries made in any corporate books or records must be accurate and comply with Tronox’s policies and procedures. Furthermore, it is your responsibility, within the scope of your duties, to ensure that all financial recordkeeping and records to governmental agencies be truthful and accurate.

All Tronox personnel subject to this Code are prohibited from coercing, manipulating, misleading or fraudulently influencing any independent or certified accountant involved in auditing or reviewing Tronox’s financial statements, for the purpose of rendering the financial statements misleading.

Documentation

Corporate funds may not be paid with the intent or understanding that any part of such payment is to be used for a purpose other than that described by the document supporting such payment.

Any documentation of corporate actions made should comply with the reporting policies, procedures and requirements of Tronox and any applicable governmental agency providing oversight or having jurisdiction over such matter. Documentation should be accurate and retained as provided by statute, regulation, or instruction by such agencies. You are strictly prohibited from destroying, altering, or falsifying documents or records with the intent to impede, obstruct, or influence the investigation or proper administration of any matter within the jurisdiction of any governmental entity.

Anti-Money Laundering

Tronox is committed to the prevention, detection, and reporting of money laundering and terrorist financing.

Money laundering is the process of converting illegal proceeds so that funds are made to appear legitimate. To protect our Company, you must act diligently to prevent any Tronox products or services from being used to further money laundering evasion.

Preventing the Facilitation of Tax Evasion

Tronox does not condone, encourage, or support tax evasion, and is committed to implementing and following procedures to prevent anyone employed or contracted by Tronox or acting on Tronox’s behalf from facilitating the evasion of tax.

If you detect suspicious activity, promptly report it to your supervisor or the Legal Department.

Securities and Exchange Commission (“SEC”) Reporting; Other Public Communications

As a public company, Tronox is committed to full, fair, accurate, timely and understandable disclosure in reports and documents that it files with, or submits to, the United States Securities and Exchange Commission (the “SEC”) and in other public communications made by Tronox, in compliance with the SEC, stock exchange, or other applicable rules and regulations.

In support of this commitment, Tronox has, among other measures, (a) designed and implemented disclosure controls and procedures (within the meaning of applicable SEC rules) and (b) requires the maintenance of accurate and complete records, the prohibition of false, misleading or artificial entries on its books and records, and the full and complete documentation and recording of transactions in Tronox’s accounting records.

Within the scope of your duties, you are expected to comply with Tronox’s disclosure controls and procedures to ensure that material information relating to Tronox is timely recorded, processed, summarized, and reported in accordance with all applicable SEC and other rules and regulations. If your duties involve the reporting of material information, you will be trained in these controls and procedures. In order to ensure that all disclosures of company information are accurate and in full compliance with applicable laws and regulations, all such disclosures are to be made only through specifically established channels. See “Media Contact” for more information.

In addition to performing their duties and responsibilities under these requirements, each of the Company’s senior officers will establish and manage Tronox’s reporting systems and procedures with due care and diligence to ensure that:

  • reports filed with or submitted to the SEC and other public communications contain information that is full, fair, accurate, timely, and understandable and do not misrepresent or omit material facts;
  • business transactions are properly authorized and completely and accurately recorded on Tronox’s books and records in accordance with generally accepted accounting principles and Tronox’s established financial policies; and
  • retention or disposal of company records is in accordance with established Tronox policies and applicable legal and regulatory requirements.

Questions and Answers about Accuracy of Records and Reporting

    Yes. This is misrepresenting financial reports and constitutes a fraud and could result in criminal charges, financial penalties, or incalculable reputational losses for Tronox. Generally accepted accounting practices must always be followed and monitored through rigorous controls. Honesty is the best policy.

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    No. Before transacting with a new customer, you must follow Tronox policy to engage in the full due diligence procedure. This is company policy, and, if a potential client does not wish to engage in the process, you must report it to your manager or the Legal Department.

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    You may report your concern to your manager or the Legal Department. You may also submit a confidential report to the Hotline. Your report will remain confidential to the extent allowed by local law.

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