Board of Directors

Our Board of Directors is responsible for providing general oversight of our management team and the overall course of affairs of LyondellBasell.

The Board is comprised of eleven independent directors and our CEO.

The Board, acting in the interests of LyondellBasell and taking into account the relevant interests of LyondellBasell’s stakeholders, supervises and advises our CEO and other executives in managing the day-to-day affairs of the Company and setting the direction of the Company’s business.

Major management decisions and LyondellBasell’s strategy are discussed with and approved by the Board. In LyondellBasell’s Dutch Annual Report, the Board describes its activities in the financial year, the number of committee meetings and the main items discussed by it throughout the year. 

View Members of the Board

Board Committees

Our Board maintains six standing committees. Below is a brief overview of each committee and its current membership.

Audit Committee

Responsibilities include:

• Administrative - Perform an annual self-assessment;

• Independent Auditor - Engage external auditor and approve compensation; review independence and establish policies relating to hiring of former external auditor employees; and pre-approve audit services;

• Internal Audit - Review plans, staffing and activities as well as effectiveness;

• Financial Statements - Review financial statements and earnings releases; discuss and review accounting policies and practices and external auditor reviews; and discuss and review effectiveness of controls; and

• Compliance - Review plans, staffing and function of the Company’s Compliance function; establish and review procedures for complaints, including anonymous complaints regarding accounting, controls and auditing; and review the Company’s Code of Conduct  and systems for monitoring compliance with the Code of Conduct. 

All members of the Audit Committee are independent directors under the Company’s Corporate Governance Guidelines and applicable regulatory and listing standards. The Board has determined that two members of the Audit Committee, Bruce A. Smith and Bella D. Goren, are audit committee financial experts within the meaning of applicable Securities and Exchange Commission rules.

Members: Bruce A. Smith (Chairman), Jagjeet S. Bindra, Claire Farley, and Bella D. Goren

Compensation Committee

Responsibilities include:

• Administrative - Perform an annual self-evaluation;

• Executive Compensation - Approve compensation and benefits of executive officers; review executive compensation practices to ensure consistency with corporate objectives; review and approve goals and objectives of CEO compensation and evaluate CEO performance; and make recommendations regarding executive officers’ compensation; and

• Company Compensation Benefits - Establish and review compensation philosophy, programs and practices and review and approve pension and benefit arrangements as well as funding of pension and benefit plans.

All members of the Compensation Committee are independent directors under the Company’s Corporate Governance Guidelines and applicable regulatory and listing standards.

Members: Jacques Aigrain (Chairman), Robin Buchanan and Bella D. Goren.

Nominating & Governance Committee

Responsibilities include:

• Administrative - Perform an annual self-assessment and coordinate evaluations by other committees and the full Board;

• Directors and Director Nominees - Identify and recommend candidates for membership on the Board and recommend committee memberships;

• Director Compensation - Recommend  Board compensation; and

• Corporate Governance - Review the Company’s governance profile and make recommendations; review and propose modifications to the Company’s governance documents and policies; and review and comment on shareholder proposals.

All members of the Nominating & Governance Committee are independent directors under the Company’s Corporate Governance Guidelines and applicable regulatory and listing standards.

Members: Claire Farley (Chairman), Jacques Aigrain, Lincoln Benet, Robin Buchanan and Rudy van der Meer.

Health, Safety, Environmental & Operations Committee

Responsibilities include:

• Administrative - Perform an annual self-evaluation;

• HSE Performance - Review and monitor the Company’s health, safety and environmental performance results; provide oversight of the programs, initiatives and activities in the areas of technology and sustainability;  review the status of our environment, health, safety, product stewardship and other sustainability policies, programs and practices;

• Environmental Audit - Review and approve the scope of the health, safety and environmental audit program and regularly monitor program results; review and approve the annual budget for the health, safety and environmental audit program;

• Operational Performance - Assess the Company’s operational performance; review the scope of the Company’s operational excellence auditor program and monitor program results; review and monitor progress on and results for major capital projects such as turnarounds, debottlenecking and construction; and

• Reporting - Report periodically to the Board on health, safety, environmental and technology matters affecting the Company.

All members of the HSE Committee are independent directors under the Company’s Corporate Governance Guidelines.

Members: Jagjeet S. Bindra (Chairman), Steve Cooper, Nance K. Dicciani, Rudy van der Meer

Finance Committee

Responsibilities include:

• Administrative - Perform an annual self-evaluation.

• Strategy - Review analyses and provide guidance and advice regarding acquisitions and divestments; discuss and review the Company’s tax strategies, planning and related structures;

• Capital - Review the Company’s capital structure and capital allocation, including organic or inorganic investments; review and discuss the Company’s dividend policy; review and discuss the Company’s share repurchase activities and plans; and 

• Securities and Financing - Review and discuss the Company’s debt portfolio, credit facilities, and compliance with financial covenants; review and discuss the Company’s commodity, interest rate or currency derivative strategies; review and discuss the Company’s securities offerings.

All members of the Finance Committee are independent directors under the Company’s Corporate Governance Guidelines.

Members: Lincoln Benet (Chairman), Jacques Aigrain, Nance K. Dicciani and Bruce A. Smith

Executive Committee

Responsibilities include facilitating and improving communication and coordination of activities among members of the Board and its standing committees, including through:

• Assisting in establishing agendas for meetings of the Board and its standing committees;

• Discussing, analyzing and/or working with management concerning ad-hoc issues facing the Company or the Board, including at such times a meeting of the Board is not possible or practical; and

• Such other duties as may be delegated by the Board from time to time.

All members of the Executive Committee are independent directors under the Company’s Corporate Governance Guidelines.

Members:  Robert G. Gwin (Chairman), Jacques Aigrain, Lincoln Benet, Jagjeet S. Bindra, Claire Farley and Bruce A. Smith

Composition and Profile

The role of the Board is to supervise management and the general affairs of LyondellBasell and its operations. In discharging its role, the Board shall be guided by the interests of LyondellBasell and its operations, and shall take into account the relevant interests of its stakeholders.

The Board is responsible for the quality of its own performance. Membership of the Board should reflect the requirements needed to engage in relevant, informed, expert and efficient discussion and decision making at the board level regarding all aspects of LyondellBasell’s activities and the management of its operations, having regard for:

1. the nature, size and the markets of LyondellBasell’s activities;
   
   
2. applicable rules of corporate governance which govern LyondellBasell’s activities and corporate organization in applicable constituencies, taking into account that LyondellBasell is a Dutch, NYSE-listed company and the desire for independence of the members of the Board;
   
   
3. the specific organizational structure of LyondellBasell;
   
   
4. the duties and responsibilities allocated to the Board members as per the corporate governance arrangements within LyondellBasell.

The following specific elements shall need to be sufficiently represented as regards the knowledge, experience and background of the directors, separately or in combination:

• knowledge of corporate strategy and strategic planning

• Executive management experience with a company of comparable size and international scope of activities

• Knowledge of corporate governance issues applicable to companies listed on the NYSE

• Understanding of the specific markets (product and geography) of the Company

• Experience with and understanding of the chemicals and refining industries

• Understanding of the management of human resources in a large international company, including compensation matters

• Awareness of corporate social responsibility issues, including those related to the environment, sustainability, communities and values

• Relevant legal experience, particularly in Dutch corporate law, U.S. securities laws, environmental law and mergers & acquisitions

• Financial expertise, including audit, internal control and risk management

• Experience with international banking, tax and corporate finance

Each member of the Board is able to assess the broad outline of the overall policy of LyondellBasell. The Board ensures that each nominee for appointment to the Board has the specific expertise required for the fulfilment of duties assigned to the nominee within the framework of the profile for the Board.

The Nominating and Governance Committee, when it makes recommendations for the appointment of new members of the Board, considers the characteristics set forth in our Corporate Governance Guidelines as well as the composition of the Company’s work force and the potential Board members’ residency.

The current composition of our Board can be found here.

(Re)appointment Schedule

Members of our Board are elected annually at our general meetings of shareholders. The Company does not limit the number of terms a director may serve; however, a director shall not be renominated following his or her 75th birthday.