Our Responsibilities to the Public
Relations with Government Officials
Tronox strictly abides by all applicable anti-bribery and anti-corruption laws, including the Foreign Corrupt Practices Act (“FCPA”) and the UK Bribery Act.
Tronox prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business
Tronox has developed policies, procedures, and internal controls for complying with anti-bribery and anti-corruption laws including conducting third-party due diligence with a view to mitigating the risk of becoming involved in corruption via third parties.
In dealing with legislators, regulatory agencies, government agents or other public officials, political parties, officials or political candidates, Tronox personnel must not:
What are our responsibilities?
- Never offer, promise, or provide anything of value (no matter how nominal) to a government official in order to gain a business advantage.
- Never instruct, authorize, or allow a third party to make a prohibited payment on your behalf.
- Never make a payment to a third party knowing or having reason to believe that it is likely to be used to improperly provide something of value to a government official.
- Always record any payments made or receipts obtained accurately, completely, and in a timely manner.
Remember, a bribe may take the form of money, gifts, services, or any other benefit.
- engage in any conduct intended to obtain, retain or direct business,
- improperly influence any such persons or their associates into taking improper actions or to avoid taking required ones, or otherwise in the conduct of their duties.
As a general proposition, payments, gifts or other things of value are not to be given to governmental officials for any reason whatsoever. This holds true even if certain laws permit appropriate payment by Tronox personnel to foreign governmental or quasi-governmental representation to facilitate or expedite the performance of routine governmental actions not involving diversion to award business to or continue doing business.
A third party cannot be used to try to hide a bribe. Suppliers, agents, distributors, and business partners cannot offer or receive a bribe related to working for Tronox or on Tronox’s behalf. Appropriate due diligence will be carried out in relation to third parties who are assessed as presenting a risk. Payments and expenses will be closely monitored and audited to ensure compliance with this provision.
Deviation from this policy should be considered and approved only on a case-by-case basis and only after referral to the Legal Department. Requests by governmental agencies for information or meetings other than routine communications in the ordinary course of business (e.g., routine export compliance communications) should be referred to the Legal Department. If your personal safety, security, or freedom of movement is at risk, and a payment is requested, contact the Legal Department as soon as possible.
Political and Charitable Activities and Contributions
Tronox is committed to comply with any applicable laws regarding political contributions, including those that prohibit companies from making political contributions in connection with elections.
Tronox personnel are prohibited from conducting personal political activities using company time, property or equipment. In addition, you must not make any political contribution in Tronox’s name or on behalf of Tronox. This includes not only direct contributions to candidates, but also other activities such as buying tickets to a political event, providing goods or services, or paying for advertisements and other campaign expenses. Tronox personnel are prohibited from conducting charitable activity or making any charitable contribution in Tronox’s name or on behalf of Tronox without the consent of the General Counsel and Chief Executive Officer. The General Counsel and Chief Executive Officer may appoint one or more local managers with the authority to conduct de minimis regional charitable activity.
In order to ensure that all disclosures of Tronox information, including but not limited to information relating to financial performance, material contracts, and other information important to investors, regulators and the general public, are accurate and in full compliance with applicable laws and regulations, including SEC Regulation FD (Fair Disclosure) prohibiting “selective disclosure,” Tronox requires that all such disclosures be made only through specifically established channels.
Unless you have been specifically authorized to do so, you are prohibited from discussing company affairs with securities analysts, media representatives, government officials, pension plan or similar fund administrators and other outside persons.
In order to make sure that news released about Tronox is accurate, timely, consistent, and in compliance with applicable legal requirements, such releases are the responsibility of Tronox’s corporate Chief Executive Officer, Chief Financial Officer, Vice President Corporate Communications & PR, and Senior Vice President of Investor Relations, to be carried out pursuant to appropriate procedures as they shall develop and implement. As a general rule, all inquiries from general, trade or finance news media should be referred to such corporate officers.
Export and Import Controls
Many countries, including the United States, place controls and/or prohibitions on certain international transactions involving exports, re-exports, imports and the disclosure of technical data to foreign persons.
International transactions include the transfer or receipt of goods, technology, information, data or software for any reason and by any means, including electronic transmission. Employees must comply with all such applicable laws, rules and regulations. Prior to engaging in an international transaction, you must ensure that the transaction complies with all applicable laws, rules and regulations.
Embargoes and Sanctions
Various jurisdictions, including the United States, members of the European Union, and Australia, maintain and enforce asset blocking, economic sanctions, and restrictions on financial dealings with many entities throughout the world, and even with entire countries.
Tronox must comply fully with all economic sanctions and embargoes that restrict persons or corporations from doing business with certain individuals, groups, entities, or countries. If you suspect any violation of a sanction or embargo, promptly report it to the Legal Department.