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Our Responsibilities and Commitments

Overview

Our Code acts as a guideline intended to assist all employees, directors, agents, and suppliers in acting and making decisions on behalf of Tronox consistent with these standards. No guidelines can be all-inclusive, and responsibility for proper conduct rests with you.

Our Responsibilities

  • Read this Code fully and carefully.

  • Provide complete and honest disclosure in any reports filed by Tronox.

  • Follow the spirit and letter of the law in all aspects of our business.

  • Promptly report any violations of this Code.

  • Cooperate fully during all internal and external investigations.

Our Commitment in Administration of the Code

Employees will receiveand acknowledge such receipt in writinga copy of this Code at the time they join Tronox.

Annually, those employees with a company email account and computer will complete training and certification of their understanding of the Code.

Directors will receive a copy of this Code at the time they are elected to the Board. Each year, the Governance and Nominating Committee of the Board will review the Code, and management will present the applicability of the Code to Directors’ conduct. Agents, contractors, and suppliers will also be required to adhere to the Code in the course of their work on behalf of the Company.

Reporting Violations or Concerns

There is no substitute for personal integrity and good judgment.

If you are faced with a difficult decision, consider whether you would feel comfortable if your decision became public knowledge.

If you think your decision could appear improper from a legal or ethical standpoint, are in doubt about the best course of action to take, or otherwise have questions about the applicability of this Code, you are encouraged to speak with your manager or the Legal Department.

We have a duty to report all inappropriate, unethical or illegal conduct or behavior in violation of this Code, the law, or other Tronox policies. If you become aware of or suspect a violation, you should report to your manager or the Legal Department. Corporate Executive Officers and Directors should report to the Legal Department.

The Tronox Ethics and Compliance Hotline, Speak Up, is an additional avenue for you to report violations of Company policy, of government laws, rules and regulations, or any other ethical concerns. It is meant to supplement the Company’s regular reporting channels. It is administered by Convercent, a third-party service provider.

Subject to local laws, you have the option to report any actions anonymously, and your report will be handled confidentially. The General Counsel of Tronox provides timely reports to the Audit Committee of the Board of Directors with respect to Hotline reports received and respective outcomes.

The Hotline reporting service is available 24 hours a day, 7 days a week. Written reports may be made online at: tronox.com/speakup.

Telephone reports may be made to: +1 800 461-9330 (this number is toll-free in the U.S. and Canada only; local toll-free numbers may be found at tronox.com/speakup).

Please refer to the Hotline Policy for further information.

 

Retaliation Will Not Be Tolerated

Everyone should feel comfortable reporting violations.

Tronox will neither retaliate nor tolerate any harassment or retaliation against anyone for reporting, in good faith, suspected violations of laws, regulations, or Tronox policies or procedures, including this Code.

Making a report in good faith does not mean you have to be certain that something unethical is happening – it just means that you have a genuine reason to believe something is wrong.

Retaliation means any negative employment action taken against someone because he or she has made a report in good faith or is going to make a report in the future. Specifically, this means Tronox will not terminate, demote, transfer to a less desirable assignment, or otherwise discriminate against you for calling attention to acts that are suspected to be illegal, unethical, or in violation of this Code, or for providing information relating to an investigation thereof.

However, Tronox reserves the right to discipline anyone who: (1) knowingly makes a false accusation; (2) provides false information to Tronox; (3) violates this Code, any applicable law, or other Tronox policies or procedures; or (4) has otherwise acted improperly.

Confidentiality is Paramount

Any report of concerns related to this Code will be kept confidential to the extent practicable or allowed by law.

However, you should be aware that there are certain situations that require disclosure of confidential information to reach a resolution. For further information, refer to the section on Confidential Information below.

Waivers of Code

Waivers of the Code for corporate executive officers or Directors may be made only by the Board of Directors and will be promptly disclosed as required by the Securities and Exchange Commission (“SEC”), stock exchange, or other applicable rules or regulations.

The General Counsel must make any waivers of the Code for others who are bound by the Code in writing. Requests for such waivers should be directed, in writing, to the General Counsel.

Updates to the Code will be distributed to individuals bound by the Code, as needed, to reflect amendments or changes.

Disciplinary Actions

Failure to comply with the Code is viewed as a serious matter.

Disciplinary actions may include immediate termination for cause.

If a breach has occurred, the nature of any disciplinary or corrective action will be determined in consultation with appropriate experts.

Violations of legal and regulatory requirements may carry their own civil and criminal penalties, including fines and imprisonment. Where Tronox has suffered a loss, it may pursue its remedies against those responsible. Tronox will always cooperate fully with appropriate authorities when laws have been violated.

The Legal Department is responsible for administering the implementation and execution of this Code, including investigating violations of the Code.

What actions may result in discipline?


  • Any violation of this Code or any other Tronox policy
  • Requesting or ordering others to violate this Code or any other Tronox policy
  • Failure to promptly report, or taking actions to obscure or coverup known or suspected violations of this Code or any Tronox policy
  • Knowingly providing false information concerning a violation or potential violation
  • Retaliation against another individual for reporting suspected violations
  • Violating any applicable law or otherwise subjecting you or Tronox to criminal penalties (fines or jail sentences) or civil sanctions (damage awards or fines)

Questions and Answers about Protecting Confidential Information

    Err on the side of reporting any good-faith issue you believe does not follow the law or Company policy.

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    You may be concerned that you have witnessed fraudulent conduct, discrimination in hiring practices, or any other real or potential violation of the Code, corporate policies or applicable laws.

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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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