Supervisory Board

The Supervisory Board is responsible for providing general oversight of the policies of the Management Board including the overall course of affairs of LyondellBasell and advising the Management Board thereon.

The Supervisory Board, in the two-tier corporate structure under Dutch law, is a separate and independent body from the Management Board. That independent character is also reflected in the requirement that members of the Supervisory Board can neither be a member of the Management Board nor an employee of the Company.

The Supervisory Board, acting in the interests of LyondellBasell and taking into account the relevant interest of LyondellBasell’s stakeholders, supervises and advises the Management Board in performing its management tasks and setting the direction of the Company’s business.

Major management decisions and LyondellBasell’s strategy are discussed with and approved by the Supervisory Board. In LyondellBasell’s Dutch Annual Report, the Supervisory 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 Supervisory Board

Supervisory Board Committees

Our Supervisory Board maintains six standing committees. Below is a brief overview of each committee and the members of each and its composition.

Audit Committee

Responsibilities include:

  • Administrative Responsibilities - Perform an annual self-assessment; review independence and establish policies relating to hiring of former external auditor employees; and pre-approve audit services;

  • Independent Auditor - Engage external auditor and approve compensation;

  • 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 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 Supervisory Board has determined that all members of the Audit Committee 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:

  • Executive Compensation - Approve compensation and benefits of executive officers; review objectives of executive compensation consistent with corporate objectives; review and approve goals and objectives of CEO compensation and evaluate CEO performance; and make recommendations for all executive officers’ compensation;

  • 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; and

  • Administrative - Perform an annual self-evaluation.

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 Supervisory Board;

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

  • Corporate Governance - Review the Company’s governance profile and make recommendations; 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), Lincoln BenetRobin Buchanan and Rudy van der Meer.

Health, Safety, Environmental & Operations Committee

Responsibilities include:

  • Administrative - Perform an annual self-evaluation; review the status of the Company’s health, safety and environmental policies and performance, including processes to ensure compliance with applicable laws and regulations;

  • Performance – Review and monitor the Company’s health, safety and environmental performance statistics; provide oversight of the programs, initiatives and activities in the areas of health, safety and environmental matters; review and monitor the Company’s progress and results, as compared to management’s milestones and performance objectives, for major capital projects, such as turnarounds, debottlenecking and construction; review with management the Company’s technologies that can have a material impact on the Company; and 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; and

  • Reporting - Report periodically to the Supervisory 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 CooperNance K. Dicciani, Rudy van der Meer

Finance Committee

Responsibilities include:

  • Strategy – Conduct due diligence on acquisitions and divestments, including proposals which may have a material impact on the Company’s capital position; and discuss and review the Company’s tax strategies, planning and related structures;

  • Capital – Review the Company’s capital structure, its financial position, balance sheet and cash flow; review the Company’s capital allocation, including organic or inorganic investments which may have material impact on the Company’s capital position, review and discuss the Company’s dividend policy, dividend schedule and payout; review and discuss the Company’s stock repurchase activities and plans and recommend to the Supervisory Board any stock repurchase programs deemed necessary or desirable by the Committee;

  • Securities and Financing – Review and discuss the Company’s debt portfolio, credit facilities, requirements for financing, and compliance with any financial covenants to which it is subject; review and discuss the Company’s commodity, interest rate or currency derivative strategies; review and discuss the amounts, timing, types and terms of any equity and equity-related issuances and public or private debt offerings; and 

  • Administrative – Perform an annual self-evaluation.

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 amongst the Supervisory Board and its standing committees, including through:

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

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

  • Such other duties as may be delegated by the Supervisory 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 purpose of this profile is to provide a guide to the membership and work of the Supervisory Board of LyondellBasell Industries N.V. The role of the Supervisory Board is to supervise the policies of the Management Board and the general affairs of LyondellBasell and its operations, as well as to assist the Management Board by providing advice. In discharging its role, the Supervisory Board shall be guided by the interests of LyondellBasell and its operations, and shall take into account the relevant interests of its stakeholders.

The Supervisory Board is responsible for the quality of its own performance. Membership of the Supervisory 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 the nature of LyondellBasell Industries N.V. as a listed company and the desire for independence of the members of the Supervisory Board;

  3. the specific organizational structure of LyondellBasell;

  4. the duties and responsibilities allocated to the Supervisory 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:

  • Corporate strategy and strategic planning

  • Executive management experience with a company of comparable size and international spread 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 chemicals and refining

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

  • Awareness of corporate social responsibility issues including environment, sustainability, communities, values

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

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

  • International banking, tax and corporate finance

Each member of the Supervisory Board is capable to assess the broad outline of the overall policy of LyondellBasell. The combined Supervisory Board of LyondellBasell ensures that when making nominations for appointments on the Supervisory Board, that the nominee shall have the specific expertise required for the fulfilment of duties assigned to the nominee within the framework of the profile for the Supervisory Board.

Appointments to the Supervisory Board shall be made without regard to gender, national, religious or ethnical background. It is the intention of the Nominating and Governance Committee when it makes recommendations for the appointment of new members of the Supervisory Board to also consider the composition of the company’s work force and their residency. The Supervisory Board is keen to aim for a diverse composition in terms of such factors as gender and age.

The current composition of our Supervisory Board can be found here.

(Re)appointment Schedule

Members of our Supervisory 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.