Protecting Confidential Information
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, 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.
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
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.