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:

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

• Internal Audit - Review plans, staffing, and activities of the internal audit function and its effectiveness;

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

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

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 all Audit Committee members are financially literate in accordance with NYSE listing standards and that two members of the Audit Committee, Michael S. Hanley, Bella D. Goren and Albert J. Manifold are audit committee financial experts within the meaning of applicable Securities and Exchange Commission rules.

Members: Michael S. Hanley (Chair), Jagjeet S. Bindra, Bella D. Goren and Albert J. Manifold 

Compensation and Talent Development Committee

Responsibilities include:

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

• Company Compensation Benefits – Review the Company’s compensation philosophy, programs and practices; review and approve pension and benefit arrangements as well as funding of pension and benefit plans; and make recommendations to the Board on these subjects; and

• Talent Management – Review the Company’s organizational leadership structure and oversee leadership development, talent management and succession and continuity planning for the CEO and other executive officers.

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

Members: Nance K. Dicciani (Chair), Robin Buchanan, Claire Farley and Bella D. Goren

Nominating & Governance Committee

Responsibilities include:

• Administrative - Coordinate evaluations by committees and the full Board;

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

• Director Compensation - Evaluate and recommend director compensation; and

• Corporate Governance - Review the Company’s governance profile and make necessary 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 (Chair), Jacques Aigrain, Lincoln Benet and Robin Buchanan 

Health, Safety, Environmental & Operations Committee

Responsibilities include:

• Administrative – Review the status of the Company’s health, safety, and environmental policies and performance, including processes to ensure compliance with applicable laws and regulations;

• HSE Performance and Sustainability - Review and monitor the Company’s health, safety and environmental performance results; provide oversight of the Company’s programs, initiatives and activities in the areas of technology and sustainability; review with management environment, health, safety, product stewardship and other sustainability issues that can have a material impact on the Company; and review the status of related policies, programs and practices;

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

• Operational Performance - Assess the Company’s operational performance; review the scope of the Company’s operational excellence auditor program and monitor program results; and review and monitor the Company’s progress on and results for capital projects and turnarounds.

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

Members: Jagjeet S. Bindra (Chairman), Steve Cooper, Michael S. Hanley and Albert J. Manifold 

Finance Committee

Responsibilities include:

• 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 and inorganic investments; review and discuss the Company’s dividend policy; and review and discuss share repurchase activities and plans; and 

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

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

Members: Lincoln Benet (Chairman), Nance K. Dicciani , Jacques Aigrain and Albert J. Manifold 

Executive Committee

The Executive Committee consists of the chairs of each of the other Board committees. The role of the Executive Committee is to facilitate and improve communication and coordination among members of the Board and its committees. It does so by, among other things, collaborating on agenda setting and discussing ad-hoc issues. 

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

Members: Jacques Aigrain (Chair), Lincoln Benet, Jagjeet S. Bindra, Nance K. Dicciani, Claire Farley and Michael S. Hanley

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.