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Protecting Confidential Information

Overview

Tronox must balance its interests in maintaining the confidentiality of information about its business with its responsibilities to make timely, complete, and accurate public disclosure of such information. This means Tronox requires individuals who deal with or become aware of confidential information to comply with the following guidelines and procedures.

Information to be Protected

Confidential Information is all Company information (or information others have entrusted to Tronox) that is:

  • Not generally known by the public;

  • Might be of use to competitors if disclosed; or

  • Is harmful to Tronox (or its customers or business partners) if disclosed.

Our Duty to Information Entrusted to Us

We have a duty to maintain the confidentiality of all confidential information entrusted to us by Tronox or “Designated Companies” or their customers, unless disclosure is authorized or legally mandated.

“Designated Companies” are any companies Tronox has dealings with, such as:

  • Current contractual arrangements (i.e., customers, suppliers of goods and services, vendors, or licensees); or,

  • Possible contractual arrangements (including negotiating joint ventures, joint bids, etc. or acquiring/selling securities or assets).

 

“Material” Information

Material, non-public information may come in the form of business plans or other documents, conversations, or even through knowledge of an imminent press release, and must be treated carefully to maintain its confidentiality.

Generally, information is “material” if an investor would:

• Consider it important in deciding whether to buy or sell the Company’s securities; or
• View the information as having significantly altered the total mix of available information about the Company’s securities.

Remember!


If you have any doubt whatsoever as to whether certain information is “material” you need to resolve all doubt before making any determination.

Additional language about trade secrets and proprietary information may be found in the section on Protecting Corporate Assets.

 

Examples of information that should be presumed “material” are:

  • Financial information about Tronox’s financial condition or results of operations (such as earnings), including changes in previously disclosed financial information

  • Financial forecasts, especially earnings estimates

  • Plans for declarations of stock splits or dividends or increases or decreases in dividends

  • Mergers, acquisitions, tender offers or divestitures or the purchase or sale of substantial assets

  • Significant changes in operations or significant new products to be introduced

  • Proposed new issuances of securities or extraordinary borrowings or debt payments

  • Significant litigation developments

  • Governmental investigations, criminal actions, or indictments, any collateral consequences, including potential debarment from government contracts, and any other significant governmental actions

Restricted Access

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.

Disclosure of Non-Public Information

Generally, public disclosure of non-public information is the responsibility of management, so it is important to maintain confidentiality of non-public information, regardless of whether public disclosure has occurred, or you believe it has occurred.

If you are contacted by anyone outside of Tronox to discuss confidential information, do not disclose any confidential information and please refer them to the appropriate Tronox management personnel. Other than on the “need to know” basis, no disclosure will be made without the prior approval of the Legal Department or other appropriate management.


Questions and Answers about Protecting Confidential Information

    Check with the Legal Department before doing so. Many countries do not allow the transfer of personal information or data across borders. You would have to verify the applicability of any data protection or transfer restrictions or whether Tronox has put in place an appropriate data transfer agreement before you proceed with sending the information.

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    No. Countries often have personal data laws that protect and sometimes prohibit the sharing of personal information without the express consent of the individual. If you have any questions concerning a similar situation, consult with the Legal Department concerning how to store and use similar personal information or data.

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