Code of Conduct - LyondellBasell by yaosaigeng


									Code of Conduct
The Right Way I Every Day
Letter from the CEO
Dear Colleagues,

At LyondellBasell, we are committed to conducting business in an ethical and responsible manner, complying with the law and
fostering a safe and productive work environment.

Our Code of Conduct integrates these principles and our Everyday Excellence approach into a single, cohesive document to
which we can all look for guidance. This Code governs all transactions of LyondellBasell and is the basis for all of our decisions
and Company activities.

The principles of our Code apply to everyone at LyondellBasell, regardless of job function or seniority. Each of us has a
responsibility to act ethically, with the highest integrity and in full compliance with all applicable laws. We also must raise
awareness of possible violations or concerns and take action as discussed in our Code. LyondellBasell will never tolerate acts of
retaliation, so we can each feel comfortable and safe reporting our concerns.

Please read our Code carefully and thoroughly. Our Company’s basic principles and standards are listed here for you to
understand and apply. If you have questions, we encourage you to consult with your supervisor or any other resources
identified in our Code.

Thank you for your continued dedication to LyondellBasell and your commitment to upholding the standards of ethical
business conduct set forth in our Code.

Best regards,

Jim Gallogly, Chief Executive Officer

Table of Contents
Section 1
Everyday Excellence – The Purpose of Our Code of Conduct               1
    Welcome to Our Code                                                1
    Who Must Follow Our Code and How                                   2
    Knowing and Following the Law                                      3
    Where to Seek Guidance and Report Concerns                         3
    Consequences for Violating Our Code                                3
    Code Waivers                                                       3

Section 2
Everyday Excellence for Our People and Our Company                     4
    We Respect Our Fellow Employees                                    4
    We Expect to Achieve Goal Zero in Operational Excellence           6
    We Protect Our Company’s Assets                                    7
    We Use Company Technologies Responsibly                            7
    We Respect Each Other’s Personal Information                       8
    We Avoid Conflicts of Interest                                     9
    We Comply with Anti-Corruption Laws                               11
    We Work to Prevent Money Laundering                               11
    We Comply with Antitrust and Competition Laws                     11

Section 3
Everyday Excellence for Our Shareholders                              13
    We Work to Prevent Insider Trading and Tipping                    13
    We Maintain Accurate Financial Books and Records                  14
    Responding to Audits, Investigations and Inquiries                14
    Records Management                                                14

Section 4
Everyday Excellence for Our Customers and Vendors                     15
    We Strive to Meet Product Quality and Safety Standards            15
    We Deal Fairly with Our Customers and Vendors                     16
    We Safeguard Third Party Information                              16
    We Comply with International Trade Controls                       17

Section 5
Everyday Excellence for Our Communities                               18
    We Operate as a Good Corporate Citizen                            18
    We Work to Protect Our Environment                                19
    We Make Charitable and Political Contributions Ethically          19

Acknowledgment Form                                                   20
Index of Contact Information                                   back cover

Every Day Excellence –
The Purpose of Our Code of Conduct

Welcome to Our Code
Welcome to our Code of Conduct (“Code”). The Code
explains the behaviors expected of each of us and sets
the standards of how we work together to achieve
our goals. In addition, our Code helps us maintain the
trust we have built with our various stakeholders – our
fellow employees, shareholders, local communities,
customers and vendors – each of whom have an
important role in the Company’s success. Most
importantly, our Code outlines our expectations for
doing business the right way, every day.

Who Must Follow Our Code                     Please read the Code carefully as you     Company Policies referred
and How                                      are expected to know and follow
                                             it at all times. From time to time,       to in our Code can be
Our Code applies to all employees,           you may be asked to indicate that         found on Elements, the
officers, directors or anyone doing          you have read, understood and
business on behalf of our Company.           acknowledged our Code. Failure to
                                                                                       Company intranet.
In addition, we expect those we do           read or acknowledge the standards
business with to follow similar principles   contained in the Code does not relieve
when working with LyondellBasell.            your responsibility to comply with it
While everyone has a personal                or any other LyondellBasell policies or
responsibility to abide by the Code          procedures.
when conducting business on behalf           All references to our “Company” or
of our Company, supervisors and              “LyondellBasell” in our Code refer
managers have additional obligations.        to LyondellBasell Industries N.V., its
If you are a supervisor or manager, you      subsidiaries and affiliates in which
have a duty to act as an ethical role        we have operational control through
model for those who report to you.           majority ownership, a services
You should never take any adverse            agreement, or other contractual
action against someone for raising           arrangement and joint ventures that
a good faith concern. Instead, you           have adopted the Code.
should reinforce the Code through
your actions. If you become aware
of a compliance lapse, it is your
responsibility to take the appropriate
action and escalate as required.

Knowing and Following the Law                   Reports to the Ethics Helpline                Even if an investigation prompted by your
                                                                                              report does not confirm that misconduct
The Code is the cornerstone of our              Our Ethics Helpline is maintained by
                                                                                              has taken place, no action will be taken
commitment to comply with the law,              EthicsPoint, an independent third party
                                                                                              against you.
but the Code does not describe every            provider. A report can be made via
law that may apply to you. As a global          the telephone directly to an EthicsPoint      You should feel comfortable making a
organization, our work is subject to the        representative or via the Internet. The       report to any of the resources listed in the
laws and regulations of many different          Ethics Helpline is available 24 hours a       “Where to Seek Guidance and Report
countries. Each of us is responsible            day, seven days a week, with translators.     Concerns” section. If you believe that
for knowing and following these laws            Where allowed by law, you may                 you or someone else has been retaliated
in addition to our Code, policies and           choose to make an anonymous report.           against for raising a concern, you should
procedures. If you believe there is a           LyondellBasell will not attempt to identify   bring this matter to the HR Department,
conflict between the law of your country        you if you choose to remain anonymous.        Legal Department, Compliance
and another in which we do business, a          If you choose to make an anonymous            Department or report it through the Ethics
conflict between the law and our Code, or       report through EthicsPoint, the EthicsPoint   Helpline.
a conflict between the law and anything         system allows you and the investigator to
you are asked to do, seek guidance by           have a confidential anonymous dialog.         Consequences for Violating
following the steps outlined below.             When you make a report to the Ethics          Our Code
                                                Helpline, EthicsPoint will forward your
                                                report to LyondellBasell’s Compliance         Our Company takes Code violations very
Where to Seek Guidance and
                                                Department for review.                        seriously. Individuals who violate the
Report Concerns                                                                               Code are subject to disciplinary action,
                                                We Do Not Tolerate Retaliation                up to and including termination. In some
Collectively, we create and maintain an
ethical culture at LyondellBasell. Therefore,   We have a responsibility to our Company       locations, failing to report Code violations
you are expected to come forward with           and each other, and we are expected           or misconduct may also result in civil and
any questions or concerns you may have.         to report our concerns when we believe        criminal penalties and fines. Therefore, you
If you need guidance, or if you would like      something improper or inappropriate has       are expected to report any suspected Code
to make a report, the following resources       or may have taken place. However, it can      violation or misconduct immediately. The
are available to you:                           be difficult to uphold this responsibility    failure to do so may also be considered a
• Your supervisor or manager                    when we fear retaliation. LyondellBasell      violation of the Code.
• The Human Resources (HR) Department           does not tolerate retaliatory acts against
• The Legal Department
                                                anyone for making a report in good faith.     Code Waivers
                                                When you make a report in “good faith,”
• The Compliance Department                                                                   Waivers of the Code must be consistent
                                                it means you provide all of the information
• The Ethics Helpline                                                                         with the New York Stock Exchange Rules.
                                                you have and you believe to be true.
(by phone or via www.lyondellbasell.

Simon thinks his supervisor might be falsifying records. At first, he feels like he should say something.
Simon then worries his supervisor might find out he made a report and remove him from his current
project. He’s worked very hard and can’t afford to compromise his job security over something like this.
Simon decides it’s none of his business and doesn’t come forward with his concerns. What should he
have done differently?

Simon should make the report and can do so anonymously through the Ethics Helpline. While he may
worry that there may be consequences for doing so, he should know that our Company does not
tolerate retaliation. Simon is making his report in good faith and LyondellBasell will make every effort
to keep his identity confidential, consistent with local laws. Suspected Code violations are everyone’s
business, as they have a direct impact on our Company’s reputation for integrity.

Every Day Excellence for Our People
and Our Company

We Respect Our Fellow Employees
At LyondellBasell, we are dedicated to the highest
standards of fairness and respect for every employee.
To thrive in a global marketplace, we must respect,
value and welcome the diverse perspectives
and backgrounds of each of our employees and
stakeholders. Therefore, we encourage the open
sharing of ideas and communications of problems.
Each of us must support and promote a diverse
workforce by respecting the various talents and
opinions of our coworkers.

Unlawful Discrimination                       tolerate any form of harassment or            Workplace Violence
                                              abusive work environment, whether it
LyondellBasell does not unlawfully                                                          Our Goal Zero commitment means we
                                              comes from within or outside of our
discriminate against any person on any                                                      must insist on a non-violent workplace.
basis in any part of its global operations.                                                 We must never engage in, tolerate
We comply with applicable laws                Harassment can be any form of                 or ignore any form of violence. This
governing unlawful discrimination in          unwelcome or abusive workplace                includes threats or acts, intimidation or
employment in every location in which         conduct—sexual or non-sexual in               instilling fear of bodily harm in others.
we operate. This means, in part, that         nature—that has the effect of creating        If you know of an actual or potential
we never make unlawful employment-            an intimidating, hostile or offensive         threat or act of violence, you should
related decisions based on a legally-         workplace. A few examples include:            report your concerns immediately
protected status or traits, such as race,     • Physical contact, including touching,
gender, color, age, sexual orientation,         hugging or kissing
religion, disability, genetic information,    • Verbal comments, such as racial slurs
or other characteristics as and where           or sexist jokes or comments
protected by applicable law . We make
                                              • Non-verbal visual displays, including
decisions to hire, promote, terminate or
                                                electronic displays or acts, that contain
transfer employees based on merit.
                                                offensive photographs, videos or hand
Anti-Harassment                                 gestures
                                              • Threats or acts of fear, intimidation,
LyondellBasell is committed to providing
                                                bullying, mobbing, or other legally-
a workplace free of harassment.
                                                prohibited abusive workplace behavior
To promote respect within our
organization, we must all treat one
another with dignity. Our Company
strongly disapproves of and does not

Nehemiah goes out for lunch several times a week with a group of his coworkers. While dining, the
group usually shares jokes and stories to lighten the stress of their workday. However, one of Nehemiah’s
colleagues uses a racial slur when retelling a joke she heard on the radio and Nehemiah is deeply
offended by it. He asks her not to use such words, but his fellow coworkers tell him to lighten up and
“learn to take a joke.” What should he do next?

Nehemiah did the right thing by speaking up against this behavior. Using racial slurs to tell offensive
jokes is a form of discrimination—even during the lunch hour—and our Company doesn’t tolerate
this activity. Since his coworkers didn’t seem to understand the severity of their actions, Nehemiah
should report the incident consistent with the steps outlined in “Where to Seek Guidance and Report

We Expect to Achieve Goal                   Rule No. 4                                 Our Code and Company Safety Policies
Zero in Operational Excellence              Wear proper personal protective            must be followed by every employee
                                            equipment and follow approved              and person working on behalf of the
Working safely is a core value of our       procedures.                                Company at all times. You are expected
Company. It begins with Goal Zero,                                                     to report any actual or suspected
by which we make the commitment             Rule No. 5
                                                                                       violations of Company Rules and Policies
to never allow the safe, responsible        Use equipment correctly – never misuse
                                                                                       consistent with the steps outlined in
operation of our facilities to be           a dedicated system or bypass safety
                                                                                       “Where to Seek Guidance and Report
compromised for any reason. It also         devices.
means we must be dedicated to safety
                                            Rule No. 6
excellence. Nothing should matter to                                                   Alcohol and Substance Abuse
                                            Produce products and services that meet
us more than working safely—and
                                            or exceed customer expectations.           At LyondellBasell, we never perform our
we therefore must strive to create a
                                                                                       work under the influence of alcohol,
workplace in which “no one gets hurt,       Rule No. 7
                                                                                       illegal drugs, or improperly used
anywhere, at any time.” We have             Make sure you have the proper skills and
                                                                                       prescription medications. In addition,
Rules of Performance to help us achieve     knowledge to do your job.
                                                                                       we must never possess, use, sell, offer
Goal Zero.
                                            Rule No. 8                                 or distribute illegal drugs or other
Rules of Performance                        Report injuries and incidents promptly.    controlled substances on Company
                                                                                       premises or while conducting Company
Rule No. 1                                  Rule No. 9                                 business. The only exception occurs
Working safely is a first and forever       When a situation is not understood,        if you choose to consume alcohol at
expectation.                                move to a safe condition and get help.     business dinners or authorized Company
Rule No. 2                                  Rule No. 10                                events. However, you must only do so in
Intervene – act to stop anything you        Take care when making changes; verify      moderation.
believe is unsafe.                          safety is not compromised and share
                                            your actions with others.
Rule No. 3
Take the time to complete tasks correctly
with attention to proper housekeeping.

Lilly knows she is supposed to report injuries, job-related illnesses and accidents, but her performance
award depends on the incident rate going down. What does LyondellBasell really want?

LyondellBasell wants every employee to report injuries, job-related illnesses and accidents. It is only
through such reporting that the Company can respond to dangerous situations, measure our safety
performance and uphold our commitment to health, safety and the protection of the environment.
Awards for all employees are tied to overall performance, in which safety is one of several components.
To protect all those working in LyondellBasell facilities and those living in the communities in which
LyondellBasell operates, accurate and timely reporting is a necessity.

We Protect Our Company’s                     Company materials, on Company time,          If you receive a request for information
Assets                                       at our Company’s expense or within           from the media, you should forward it
                                             the scope of our duties belong to            to Corporate Communications. If you
We all have a duty to exercise care when     LyondellBasell.                              receive a request from an analyst or
using our Company’s physical assets.                                                      member of the investment community,
                                             Trade secrets—a special class of             you should forward it to Investor
This includes Company funds, facilities,
                                             confidential data that gives our             Relations. If you receive a request
equipment, documents and networks. If
                                             Company a competitive advantage – are        from an outside legal representative or
you know or suspect any abuse, misuse        also valuable Company assets we must
or waste of Company assets, you should                                                    government agency, you should forward
                                             protect. Some examples of trade secrets      it to the Legal Department.
report it immediately.                       include:
Confidential Information and                 • Customer lists or data                     Do not take the following actions:
Intellectual Property                        • Terms and conditions, rates or fees        • Speak on behalf of LyondellBasell
                                                offered to customers                        unless you are a designated
You may have access to LyondellBasell’s                                                     spokesperson and have authorization
                                             • Marketing and strategic plans
confidential, non-public information.                                                       to do so
Confidential, non-public information         • Technological developments
                                                                                          • Disclose any confidential information
can take many forms, including financial     Never disclose trade secrets, or any other   • Refer to LyondellBasell customers,
information, customer lists, business        confidential or proprietary information,       suppliers or partners without their
strategies and plans, or operational         without a business need and prior              approval
and asset-related information. As            authorization to do so. Take special
an employee you are expected to              care not to disclose this information        For more information, please see
use confidential information solely          by properly securing your computer,          the applicable Company Policies on
for the benefit of the Company and           documents or other sensitive materials.      Elements.
not impermissibly disclose it to others      In addition, avoid discussing such
outside the Company. Just as we              information in places where you can          We Use Company
expect all employees to respect the          be overheard, including restaurants,
Company’s confidential information,
                                                                                          Technologies Responsibly
                                             restrooms, taxis, airplanes or elevators.
we expect employees to respect the           Remember, these obligations continue         Our computer and network systems
confidential information of others,          even after your employment with              are valuable assets of our Company.
including competitors, suppliers and         LyondellBasell ends.                         When using them, do so appropriately
customers. If you inadvertently learn
                                                                                          and remember that you represent
of such information, please notify your      Our Reputation
                                                                                          LyondellBasell in all you do. Always
supervisor or manager.
                                             We keep our reputation strong through        use Company computer and network
One type of confidential information         appropriate and accurate dialogue            systems in a safe, ethical, lawful,
is called “Intellectual Property” or “IP”    with our stakeholders. Our reputation        efficient and productive manner. This
for short. Our IP is a valuable asset and    for integrity is influenced heavily by       means you should never use these
we must take great care to protect           the information we provide to the
                                                                                          systems to access, view, send or
and enforce our IP rights at all times.      public. This means, in part, that all such
                                                                                          communicate illegal, inappropriate,
IP includes intangible property such         communications must present a fair
                                             and accurate picture of our business         sexually explicit, offensive or unsolicited
as copyrights, patents, trademarks,
design rights, logos and brands. The law     dealings. Only authorized individuals        materials. While limited personal use is
protects our rights to this property as it   may speak about LyondellBasell to the        allowed, you should never let such use
does other forms of physical property.       media, the investment community and          interfere with your job responsibilities.
To the maximum extent permitted by           other public forums.
law, the rights to all IP created with

You should treat email, texts, blogs           to, the installation or distribution of    Social Media and Networking
and instant messages with the same             “pirated” or other software products
                                                                                          At LyondellBasell, we recognize the vast
care you would in writing a letter on          that are not appropriately licensed for
                                                                                          opportunities provided to personally
LyondellBasell’s letterhead.                   use by LyondellBasell is also strictly     participate in various social media
                                               prohibited.                                outlets. “Social media” includes a
We should remember that:
                                             • Information not released for public        variety of social networking sites, blogs
• Subject to applicable laws, all              consumption or Company confidential        and wikis. However, when making use
  computer systems and the data                information cannot be transferred          of such personal opportunities, we
  created, transferred and stored              to or stored on flash drives, external     strongly encourage you to do so with
  is Company property. For                     optical drives or third party hosted       caution. You may never use social media
  security and system maintenance                                                         to defame, harass, bully, mob, threaten
                                               systems such as personal email or
                                                                                          or intimidate Company employees,
  purposes, individuals authorized             internet hosted services.
                                                                                          customers, competitors or vendors. In
  by LyondellBasell may monitor
                                                                                          addition, never share any confidential
  equipment, systems and network             We Respect Each Other’s                      or proprietary Company information
  traffic at any time. Monitoring will       Personal Information                         through your participation in social
  only be carried out to the extent                                                       media. With regard to the National
  permitted or required by law and as        Our Company respects the                     Labor Relations Act in the United States,
  necessary and justifiable for business     confidentiality required by law of           “confidential information” for purposes
  purposes.                                  employee personal information. This          of this section of our Code does not
                                             typically includes information such as       include personal wage, disciplinary,
• Employees must not share accounts          our home addresses, government-issued
  and must keep their passwords secure                                                    or other information about terms and
                                             identification numbers and payroll           conditions of your employment. The
  and are responsible for the work           information. If your work involves           use of social media outlets should never
  performed with their account; this         handing such information, you must           interfere with work.
  includes but is not limited to email and   take great care to protect it. Never share
  use of Company information.                it with anyone unless there is a business
• Employees must not circumvent              need to do so, consistent with applicable
  desktop or security controls. This         law. You must also take care to protect
                                             information pertaining to all prospective,
  activity can result in the introduction
                                             current or former employees from
  of malicious programs (e.g., viruses)
                                             unauthorized access or disclosure.
  into Company computer systems.
  Violating copyright or similar laws or
  regulations, including, but not limited

Emilie works in LyondellBasell’s Technology business. She is proud of the work she does and often shares
her knowledge and ideas on industry blogs. During an especially lengthy discussion, Emilie discloses
information about a new process technology our Company is developing. In doing so, she feels she is
helping to enrich the industry and generate interest in LyondellBasell’s process technology. Did she do
anything wrong?

Yes. Emilie failed to treat Company information responsibly and disclosed confidential information.
Never disclose any confidential or proprietary Company information in a public forum which includes
blogs and other social networking sites. Emilie must exercise caution to ensure her use of social media
does not interfere with her ability to uphold our Code, Company Policies and the law.

 We Avoid Conflicts of Interest
 LyondellBasell is committed to maintaining our stakeholders’
 trust through ethical and reliable performance. This begins
 with our commitment to integrity. We should be alert to
 anything that could create a conflict of interest or even an
 appearance of a conflict of interest. A “conflict of interest”
 arises when our personal interests are not aligned with
 those of our Company. We should always be free from any
 interests, influence, or relationship that might conflict with
 the best interests of LyondellBasell. We should also avoid
 conduct which may appear to raise a conflict of interest.

 Financial Interests                            Outside Employment                          Doing Business with Family and
 Some of us may have financial                  Part of what makes LyondellBasell so
 investments and interests in companies         successful is our commitment to the         A conflict of interest may exist if a
 other than LyondellBasell. If we have          work we perform. In order to uphold         family member works for a customer,
 a significant financial interest in a          this commitment, we are strongly            competitor, or vendor of our Company
 business or entity that transacts or seeks     discouraged from accepting outside          and you are in a position to affect
 to transact any business or compete            employment or outside business              Company business with that customer,
 with LyondellBasell, then the details          opportunities in entities doing business    competitor or vendor. Doing business
 of the significant financial interest          with or competing with LyondellBasell.      on behalf of the Company with family
 should be disclosed to the Compliance          Such opportunities are considered           members in such circumstances will
 Department. A Significant Financial            conflicts of interest and must be           likely lead to a conflict of interest
 Interest is defined as a direct or indirect    disclosed. In addition, exercise caution    situation. Family member means an
 aggregate interest of more than ten            if you are asked to serve as a director,    Employee’s immediate family members
 percent (10%) (i) of any class of the          trustee or officer for another company      such as his or her spouse, children,
 outstanding securities of a firm or a          or organization. Before doing so, you       mother, father, sisters, brothers, and
 corporation; (ii) interest in a partnership    must seek approval from the Chief Legal     steps or in-laws of these types as well as
 or association; or (iii) of the total assets   Officer. Please note that you may never     domestic partners. In addition, at no
 or gross income of such Employee.              serve in these positions for a competitor   time may you directly supervise a family
                                                of LyondellBasell.

Julio invites a potential customer to attend a business dinner. Winning a contract with this customer
would be very beneficial for our Company and Julio wants to make the best impression he can. The two
discuss business over a casual meal, and Julio thinks the prospective customer will award LyondellBasell
his company’s business. After paying for the meal, Julio invites the customer to a casino and offers to pay
for the customer to play a few games of blackjack. Julio is certain that this is inappropriate, but thinks
that winning at the casino will win the contract. What should he do?

While hosting occasional, reasonably priced business meals is appropriate, funding a customer’s
gambling is not appropriate.

member. If you think you may already       a bias in our decisions. Before accepting      Disclosing Conflicts of Interest
have a reporting relationship with a       or offering a business courtesy, ask
                                                                                          If you are aware of actions or interests
member of your family you should           yourself if you would feel comfortable
                                                                                          of your own or others that might
disclose it.                               if others knew of it. As a rule, you may
                                                                                          create a conflict, you should make a
                                           only offer or accept a business gift or
                                                                                          disclosure by completing a disclosure
Business Gifts and Entertainment           entertainment if it is unsolicited and
                                                                                          form. In addition, we should work
                                           complies with applicable Company
When conducting LyondellBasell                                                            actively with our customers, vendors
business, you may exchange business                                                       and anyone doing business on behalf
gifts and participate in entertainment     In addition, we may not offer or accept        of LyondellBasell to identify and
to foster good relations between           improper gifts and entertainment               address conflicts of interest. For more
our Company and its customers or           directly or indirectly through third parties   information or guidance, please see
vendors. However, we must use good         or allow our family members to do so.          the applicable Company Policies on
judgment when offering or accepting        When interacting with government               Elements.
such courtesies. Otherwise, we may         officials and employees, we must follow
find ourselves in a conflict of interest   stricter rules. Refer to the “Bribes and
situation. This means we may never         Improper Payments” section of our
offer or accept a business gift or         Code and applicable Company Policies
entertainment if doing so would create     on Elements for additional information.

Greta works with several LyondellBasell vendors, many of whom send cards or promotional gifts to her
office during the holiday season. This year, one vendor sends her an expensive bracelet to thank her for
our Company’s continued business, including a note that states, “To many more years of service.” What
should Greta do?

While holiday cards and gifts of less than US$100 are appropriate business gifts, lavish jewelry is not. In
addition, the vendor included a note that implies the gift is meant to secure future business. Greta should
politely decline and return the gift and report the incident to the Compliance Department.

We Comply with Anti-                         You are expected to report your              fixing, dividing territories, agreeing to
Corruption Laws                              concerns about bribes and improper           contract terms with our competitors,
                                             payments. LyondellBasell will not            and other actions that negatively affect
As a global organization, LyondellBasell     tolerate retaliation against anyone          our customers or restrict competition.
is committed to acting ethically and         who makes a good faith report of
legally across the globe. We uphold this                                                  We must always follow the letter
commitment regardless of where we do                                                      and spirit of these competition laws
business. This means, in part, that we                                                    wherever we conduct our business.
                                             We Work to Prevent Money                     These laws may apply even when
abide by all international anti-corruption
                                             Laundering                                   you are doing business outside
laws, treaties and regulations that
forbid bribery, improper payments or         LyondellBasell is committed to detecting     of a country’s borders. It is your
kickbacks.                                   and preventing money laundering.             responsibility to know and follow all
                                             “Money laundering” means engaging            competition laws that apply to your
Bribes and Improper Payments                                                              work.
                                             in financial transactions that conceal the
Doing business the right way means we        identity, source or destination of money
                                                                                          The following examples illustrate
never offer or accept any form of bribe,     gained through illegal means. As part
                                                                                          prohibited practices:
payment or kickback. A “bribe” is an         of our commitment to identifying and
                                                                                          • Entering into price fixing agreements
offer or promise to give anything of         stopping money laundering activity, we
value in order to improperly influence a     must comply with all applicable anti-        • Allocating market share—either
decision or to gain an improper business     money laundering laws throughout               formally or informally—among
advantage. A “kickback” occurs when          the world. In addition, we must ensure         competitors
money is returned or is paid as a reward     that we only do business and engage          • Bid rigging
for awarding or fostering business.          in financial transactions with persons       • Restricting or limiting production in
                                             conducting legitimate and lawful               order to reduce competition
In addition, LyondellBasell prohibits        activities. We should always confirm
facilitating payments. A “facilitating       the identities of persons or firms with      By knowing and following competition
payment” is a small payment—usually          whom we conduct business and be              laws, we ensure that our customers
in cash—made to expedite routine             comfortable that any funds we receive        have access to the best products
government services. Although such           are derived solely from lawful and           at reasonable costs. If you need
payments may be common in certain            legitimate sources.                          guidance, please refer to the section
parts of the world, our Company                                                           “Where to Seek Guidance and Report
prohibits them.                              Money laundering issues can be               Concerns” and see the applicable
                                             complex. If you have any questions           Company Policies on Elements.
You must take caution to avoid               or concerns about this, please see
improper payments. You should always         the applicable Company Policies
determine the ownership structure            on Elements. You should report
of our third party representatives by        any suspicious activity to our Chief
performing due diligence as required by      Compliance Officer.
applicable Company Policies You must
also ensure that you do not allow third
                                             We Comply with Antitrust
parties to make or receive any improper
                                             and Competition Laws
payment on our behalf.
                                             Delivering excellence to our customers
You may never seek or accept any
                                             means we do our part to ensure
improper payment or kickbacks.
                                             they have access to quality products
Violations of this policy may result in      and services at fair prices. Therefore,
disciplinary action up to and including      LyondellBasell is committed to
termination, as well as possible civil and   competing vigorously, yet ethically and
criminal penalties for those parties and     lawfully. To make sure all companies
our Company. If you have any questions       play by the same rules, various
or concerns about this, please refer to      competition laws have been enacted in
the section “Where to Seek Guidance          the countries in which we do business.
and Report Concerns.”                        These laws generally prohibit price

LyondellBasell is in the process of bidding for a
large supply contract with a potential customer,
and Julianne is the sales representative responsible
for the bid. After several months of working
together, Julianne develops a friendly relationship
with the potential customer. To thank her for her
hard work and friendship throughout the process,
Julianne offers her contact an expensive gift basket
filled with fine wines and chocolates. Did she do
anything wrong?

Anti-bribery laws are quite strict, and Julianne must
be careful about making any offer to our potential
customers or existing customers. In this case, the
gift basket could be construed as an attempt to
improperly influence the decision to award the
contract. Julianne should follow the applicable
Company Policy when giving gifts to potential
customers or existing customers.

Every Day Excellence for Our
We Work to Prevent Insider Trading and Tipping
We must refuse to engage in illegal and unethical
securities trading. While working at LyondellBasell,
we may come across confidential information about
our Company, subsidiaries or affiliates, joint ventures,
clients or vendors.

Throughout the world, countries have              Inside information may include:
enacted laws that prohibit us from                • Financial information, including
trading securities based on material,               earnings, forecasts or dividend
nonpublic information. “Material,                   changes
non-public information” refers to                 • Winning or losing a client or contract
information that is not available to the
                                                  • Changes in our most senior
public and that a reasonable investor
would likely consider important in
deciding whether to purchase or sell              • Litigation or government
a security. If you trade on the basis               investigations
of such information, it is considered             • Mergers, acquisitions or divestitures
insider trading and is illegal. Therefore,        • Sale or purchase of major assets or
you may not buy or sell our or another              subsidiaries
company’s securities if you possess such
                                                  If you feel you or another employee
information. Additionally if you share
                                                  may have engaged in insider trading or
information with another person and
                                                  tipping, you should contact the Legal
that other person trades on the basis
                                                  Department immediately.
of the information, that is considered
“tipping” and both of you may be
guilty of insider trading.

We Maintain Accurate                         • Establish and maintain a system of        Records Management
Financial Books and Records                    strong and effective internal controls
                                                                                         We must retain our business records as
                                             • Ensure that all Company records
Our shareholders depend on our                                                           long as the law requires and as long as
                                               accurately and fairly reflect the
honesty and integrity, particularly when                                                 necessary for our business purposes.
                                               underlying transaction
measuring the financial strength of
                                             • Never falsify any document                This means we should:
our Company. It is crucial then that
we maintain accurate and honest              • Record all financial transactions in      • Classify documents according to
accounting practices and recordkeeping         the proper account, department and          Company Policy
at all times. We must all comply with          accounting period                         • Retain and discard Company records
recognized accounting principles. Those      • Ensure that all actions and                 consistent with Company Policy and
who have financial and accounting              commitments are in accordance with          schedules
responsibilities must also ensure that         Company Policy                            • Follow all special record-keeping
our accounting methods are accurate,                                                       requirements issued with respect to
presenting an honest, transparent and        Responding to Audits,                         internal investigations, litigation and
forthright picture of our Company.           Investigations and Inquiries                  government inquiries
We must comply with all legal and
                                             We must respond to and comply with          However, if you receive notice that some
regulatory requirements and follow our
                                             all external and internal audits and        or all of your records are required for an
internal accounting policies and controls
                                             investigations, including government        internal or government investigation or
at all times. Incomplete or inaccurate
                                             investigations. You may never impede        legal proceeding, you shall not discard or
financial disclosures not only damage
                                             or delay any such audit or investigation.   destroy them. If you receive a subpoena
our Company and its reputation, but
                                             You must cooperate fully and provide        or request for any document or record,
they also harm our stakeholders who
                                             auditors and investigators with the         please notify the Legal Department
rely on their accuracy.
                                             information they request. If you            immediately. Similarly, if you receive a
We must:                                     have any questions about any audit,         request from a business counterparty,
• Keep and present all Company records       investigation or inquiry, and how you       a government agency or a third party
  and reports in accordance with the         should respond, consult with the Legal      to provide a record or document, you
  law. These records include accounting      Department or Compliance Department.        should contact the Legal Department.
  records, as well as any other electronic
  or written records, such as expense
  reports and time sheets

Bjorn is responsible for preparing his business segment’s financial records for the quarter and realizes
they are just short of their financial target. Bjorn is concerned that these numbers, though strong, will
raise questions and criticism. He decides to round up the numbers to ensure his segment receives proper
recognition for its hard work and avoids any scrutiny for barely missing the mark. What should Bjorn do
differently in this situation?

Bjorn should never knowingly prepare an inaccurate financial report. He needs to report the numbers
honestly and focus his segment’s efforts on next quarter’s results. While none of us likes to fall short of
our goals, we must be honest when we do. In addition to losing our stakeholders’ trust, Bjorn and our
Company could face criminal and civil liability for making inaccurate reports.

Every Day Excellence for Our
Customers and Vendors

We Strive to Meet Product Quality and Safety
Our products play a vital role in improving the quality
of people’s lives. Our customers depend on us to
provide products that meet or exceed all applicable
quality and safety standards. Therefore, we must
ensure that we comply with quality controls and all
related laws and regulations. In addition, we must hold
our vendors accountable for the quality and safety of
the products and services they provide to us. If you
know or suspect that a vendor is not upholding our
standards, you should report the situation by following
the steps outlined in the “Where to Seek Guidance and
Report Concerns” section.

                                     We Deal Fairly with Our                       inadvertently disclosed to you, you
                                     Customers and Vendors                         should discuss its disclosure with the
                                                                                   Legal Department and refuse to use it
                                     Doing business the right way means            without express permission from the
                                     we always provide accurate and fair           Legal Department to do so.
                                     information about our Company –
                                     and our competition – to all of our
                                                                                   We Safeguard Third Party
                                     customers, vendors and stakeholders.
                                     This means that we must always engage
                                     in fair and ethical marketing, sales          Through our work, we may be privy
                                     and communications. We may never              to confidential information about our
                                     misrepresent our products or those of         vendors and other stakeholders. We
                                     our competitors. In addition, we may          must safeguard this information and
                                     never take unfair advantage of anyone         honor all contractual commitments we
                                     through manipulation or abuse of              enter into with these parties relating
                                     privileged or proprietary information,        to said information at all times. This
                                     misrepresentations or any other               means, in part, protecting all third-party
                                     unethical or illegal practice.                intellectual property, such as inventions
                                                                                   and software, from disclosure or misuse.
                                     Use of Competitive Information

                                     Sometimes we have access to
                                     information about our competitors
                                     that may give our Company a business
                                     advantage. This information may
                                     come from others or employees
                                     who worked previously for or have
                                     information about a competitor. It
                                     is important that we act legally and
                                     ethically at all times with respect to this
                                     information. Even if it may be legal to
                                     use competitive information, it may not
                                     be ethical. If confidential information
                                     about a competitor is deliberately or

Patrick is training a new employee, Marisol, who previously worked for a competing chemical company.
While discussing product markets, Marisol discloses financial information about her previous employer,
which could affect future business decisions our Company makes. Marisol doesn’t see anything wrong
with sharing this information and Patrick thinks it is too useful to ignore. What should be done in this

First, Patrick should explain to Marisol that her disclosure violates our Code. Helping her understand this
will prevent future disclosures from occurring. Next, Patrick should discuss the incident with the Legal
Department to determine the best course of action. Of course, Patrick must not attempt to use this
information for LyondellBasell’s gain, as doing so is a violation of our Code.

We Comply with International                  technology, or technical information.        We must also comply with anti-boycott
Trade Controls                                For additional information, please see       laws and regulations where applicable.
                                              the applicable Company Policies and
LyondellBasell is a global company.                                                        If you receive a boycott request – either
                                              procedures on Elements
As such, it is our responsibility to know                                                  orally or in writing – report it to the
and follow all applicable laws and            Sanctioned Countries and Boycotts            Compliance and/or Tax Department.
regulations that govern international                                                      For additional information, please see
                                              Some laws prohibit us from doing
trade. Consequences for violating                                                          the applicable Company Policies on
                                              business with certain people or entities
trade control laws and regulations are                                                     Elements.
                                              or conducting business in certain
severe for both our Company and the
                                              countries. We are mindful of economic
individuals involved.
                                              sanctions imposed by the United
Import/Export Controls                        Nations, European Union, United States
                                              and other jurisdictions that may restrict
One of the responsibilities we all share is   or prohibit trade transactions. Activities
knowing and following laws relating to        that may be restricted or prohibited
imports and exports. An import occurs         include investments, transfers of assets,
when a product, software, service,            monetary payments, imports, exports,
technology, or technical information is       sales or supplies of goods, services,
shipped into a customs territory, and an      software or technology, trade related
export occurs when the same is shipped        transactions, travel to the affected
out of a customs territory. Imports are       countries and any facilitation of others
subject to various laws and regulations       who are conducting these activities. We
that may require the payment of duties        must be aware of and follow applicable
and taxes and the submission of certain       restrictions wherever we are doing
filings. Various laws and regulations         business, to the extent not otherwise in
may require licenses and permits              conflict with applicable laws of primary
before exporting any products, services,      jurisdiction.

Every Day Excellence for Our

We Operate as a Good Corporate Citizen
Our commitment to excellence means we take great
care to uphold human rights in all of our operations and
facilities, regardless of local custom. Our Company does
not use child or forced, indentured or involuntary labor.
In addition, we uphold all fair wage and hours laws,
wherever we work. We must always promote the health
and safety of our workers in every location in which we
conduct business.
LyondellBasell is committed to doing business with
others who share our commitment to human rights. You
should report any violations of this policy or any human
rights, labor, wage or hours laws by referring to the
section “Where to Seek Guidance and Report Concerns.

We Work to Protect Our                       pursue other charitable activities of our   For additional information
Environment                                  choice. However, in pursuing charitable
                                             activities that are not sponsored by the    or guidance, please see
At LyondellBasell, we are proud of           Company we may only do so on our            the applicable Company
our long history of managing our             own time and using our own resources.
performance to minimize its impact                                                       Policies on Elements.
on the environment. We achieve Goal          This applies to your individual political
Zero performance by operating our            involvement not sponsored by the
sites safely and reliably. We believe that   Company as well. While we are
compliance is a minimum standard. As         encouraged to engage in such activity,
a result, we meet and strive to exceed       we may never do so on Company
environmental standards in all of our        premises, during Company time or
operations. We develop products that         with Company resources. We must
enable our customers to use energy and       also refrain from posting personal
water more efficiently. In addition, we      political messages on blogs or other
work with our stakeholders to ensure         public forums using Company
that our products are consistent with        networks or computers, even during
environmental regulations and laws.          non-work hours. Each country
                                             where LyondellBasell operates has
We Make Charitable and                       restrictions on political contributions
Political Contributions                      by companies. Employees must consult
Ethically                                    the Government Affairs Department to
                                             ensure strict compliance with applicable
Our Company has a strong sense of            laws.
social responsibility and takes pride
in our many volunteers. Our people
give generously of their time and
effort to make a difference in our local
communities. In addition to Company-
sponsored opportunities, such as Global
Care Day, we are each encouraged to

Elena is an environmental engineer in one of our manufacturing facilities and is responsible for helping
maintain and improve the reliability of plant machinery. It is brought to her attention that some of
the equipment in the facility is not functioning properly and is emitting more pollution than it should.
She approaches her supervisor for assistance. Her supervisor tells her that there are bigger issues to be
concerned with and that the machinery doesn’t pose an immediate risk. What should Elena do next?

Machinery that is not functioning properly could pose a bigger environmental concern than Elena’s
supervisor realizes. Elena should alert her site manager or HSE manager of the issue immediately
to investigate further. If left unattended, the equipment not functioning properly could pose an
environmental risk.

Acknowledgment Form

By signing below, I acknowledge that I have reviewed and understand
LyondellBasell’s Code of Conduct (“Code”), I further acknowledge and agree that:

The Code of Conduct provides a general overview of our Company’s Policies and
it does not necessarily represent all such policies and practices in force at any
particular time.

I will comply with the Code, written policies, practices, rules, regulations, or
directives issued by LyondellBasell.

I should contact my immediate supervisor or manager, HR Department, Legal
Department, Compliance Department or Ethics Helpline, as appropriate, if I have
any questions concerning our Code or any behavior or situation concerning the

I should promptly report any violations of the Code, as appropriate, either to my
immediate supervisor or manager, HR Department, Legal Department, Compliance
Department or Ethics Helpline.

Failure to follow the Code may result in disciplinary action up to and including
termination of all individuals involved.


Employee Name (Please Print)

Employee Signature

Index of Contact Information and Resources
Compliance Department

• Michael D. Hopkins, Chief Compliance Officer

• Margaret C. Mousoudakis, Senior Compliance Counsel

• Email:



Houston                                  Rotterdam              Hong Kong

LyondellBasell Tower, Suite 700          P.O. Box 2416          12/F Caroline Centre
1221 McKinney Street                     3000 CK Rotterdam      Lee Gardens Two
Houston, TX 77010                        The Netherlands        28 Yun Ping Road
P.O. Box 3646 (77253-3646)               Tel: +31 10 275 5500   Causeway Bay
Tel: +1 713 309 7200                                            Hong Kong, China
                                                                Tel: +852 2577 3855

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