LyondellBasell Industries N.V PRE 14A, filed Mar 29, 2024

LyondellBasell Industries N.V. (LYB)

PRE 14A 2024-03-29 For: 2024-05-24

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Added on October 19, 2026

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	Preliminary Proxy Statement
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100+ countries where our products are sold	20 countries with manufacturing sites and joint ventures	~6,200 patents and patent applications worldwide	~20,300 employees globally


#1 largest producer of polyethylene (PE) and polypropylene (PP) in Europe	#1 largest producer of oxyfuels worldwide	#2 largest producer of PP worldwide	#2 largest producer of propylene oxide (PO) worldwide

ITEMS OF BUSINESS

1.	Elect our Board of Directors;
2.	Discharge our directors from liability in connection with the exercise of their duties during 2023;
3.	Adopt our 2023 Dutch statutory annual accounts;
4.	Appoint the external auditor for our 2024 Dutch statutory annual accounts;
5.	Ratify the appointment of our independent registered public accounting firm;
6.	Provide an advisory vote on our executive compensation (say-on-pay);
7.	Authorize the repurchase of up to 10% of our issued share capital; and
8.	Approve the cancellation of all or a portion of the shares held in our treasury account.

HOW TO VOTE Your vote is important. You are eligible to vote if you are a shareholder of record at the close of business on April 26, 2024.

ONLINE Visit the website on your proxy card	BY MOBILE DEVICE Scan this QR code to vote with your mobile device	BY PHONE Call the telephone number on your proxy card	BY MAIL Sign, date and return your proxy card in the enclosed envelope	IN PERSON Attend the annual meeting in person. See page 93
If you are a registered shareholder, you may vote online at www.proxyvote.com, by telephone, or by mailing a proxy card. If you hold your shares through a bank, broker, or other institution, you may vote your shares through the method specified on the voting instruction form provided to you. You may also attend the annual general meeting in person. If you intend to attend the meeting, notice must be given to the Company on or before May 17, 2024. See page 93 for more information. *Important Notice Regarding Availability of Proxy Materials for the 2024 Annual General Meeting* This proxy statement and our 2023 annual report to shareholders are available on our website at www.LyondellBasell.com by clicking “Investors,” then “Company Reports.” This proxy statement is first being mailed and delivered electronically to shareholders on or about April [ ], 2024. If you wish to receive future proxy statements and annual reports electronically rather than receiving paper copies in the mail, please see page 94 for instructions. This approach can provide information to you more conveniently, while reducing the environmental impact of our annual general meeting and helping to reduce our distribution costs.

MEETING INFORMATION

FRIDAY, MAY 24, 2024 8:00 a.m. Local Time	SHERATON HOTEL Schiphol Airport, Schiphol Blvd. 101 1118 BG, Amsterdam, the Netherlands

Proxy Statement Summary	7
Item 1. Election of Directors	10
Corporate Governance	19
Director Compensation	38
Item 2. Discharge of Directors from Liability	40
Item 3. Adoption of Dutch Statutory Annual Accounts	40
Item 4. Appointment of PricewaterhouseCoopers Accountants N.V. As The Auditor of our Dutch Statutory Annual Accounts	41
Item 5. Ratification of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm	41
Item 6. Advisory Vote on Executive Compensation (Say-On-Pay)	44
Compensation Discussion and Analysis	46
Compensation Committee Report	64
Compensation Tables	65
Potential Payments Upon Termination or Change in Control	74
Equity Compensation Plan Information	78
CEO Pay Ratio	79
Pay Versus Performance	80
Item 7. Authorization to Conduct Share Repurchases	84
Item 8. Cancellation of Shares	85
Securities Ownership	86
Questions and Answers about the Annual General Meeting	90
Appendix A: Reconciliation of Non-GAAP Financial Measures	95

Item		Board Recommendation		Page
1	Election of 12 directors		FOR all nominees	10
2	Discharge of directors from liability		FOR	40
3	Adoption of Dutch statutory annual accounts		FOR	40
4	Appointment of auditor of Dutch statutory annual accounts		FOR	41
5	Ratification of independent registered public accounting firm		FOR	41
6	Advisory vote on executive compensation (say-on-pay)		FOR	44
7	Authorization to conduct share repurchases		FOR	84
8	Cancellation of shares		FOR	85

	Annual election of directors			Board diversity (4 female director nominees and 2 ethnically/racially diverse director nominees)
	Independent Board (11 of 12 director nominees)			Code of Conduct supported by whistleblower helpline and robust compliance program
	Independent Committees (100% of directors on each Board Committee are independent)			Board engagement on strategy, long range planning, and capital allocation
	Independent Board Chair			Board oversight of enterprise risk management and sustainability strategy
	Executive sessions at each regularly scheduled Board and Committee meeting			Regular succession planning for directors and executive management with focus on talent development
	Annual self-assessments for the Board and each Committee			High director attendance and engagement, with average meeting attendance of 97% in 2023
	Board refreshment supported by mandatory retirement age and annual Board self-assessments			Stock ownership guidelines for directors and executives and policy against hedging and pledging the Company’s shares

Nominee		Age	Years of Service	Independent	Committee Memberships					Other Public Boards
Nominee		Age	Years of Service	Independent	Audit	C&TD	NomGov	HSE&S	Finance	Other Public Boards
Jacques Aigrain		69	13	YES						2
Lincoln Benet		60	9	YES						1
Robin Buchanan		72	13	YES						0
Anthony (Tony) Chase		69	3	YES						3
Robert (Bob) Dudley		68	3	YES						1
Claire Farley		65	10	YES						2
Rita Griffin		61	1	YES						0
Michael (Mike) Hanley		58	6	YES						1
Virginia (Ginny) Kamsky		70	2	YES						1
Bridget Karlin		67	Nominee	YES						1
Albert Manifold		61	5	YES						1
Peter Vanacker		58	2	CEO						1
Chair	Member

$2.1 B	$5.2 B	$1.8 B
Net Income	EBITDA Ex. Identified Items*	Returned To Shareholders

CASH GENERATION	Achieved robust cash generation driven by diverse business portfolio	STRONG BALANCE SHEET	Maintained a strong, investment-grade balance sheet and ample liquidity
SAFETY	Continued to focus on safe operations and emphasize our GoalZERO program	SHAREHOLDER RETURNS	Delivered 13^th consecutive year of regular dividend growth
COST DISCIPLINE	Committed to balanced and disciplined capital allocation to enhance value and growth	SUSTAINABILITY	Established our Green Financing Framework and issued inaugural green bonds

Biography Mr. Aigrain is our Chair of the Board and a retired Senior Advisor and Partner of Warburg Pincus, a global private equity firm. Prior to joining Warburg Pincus in 2013, Mr. Aigrain spent nine years at SwissRe AG, a publicly traded insurance company, including as Chief Executive Officer, and 20 years in global leadership roles at J.P. Morgan in New York, London and Paris. He also has many years of experience as a director of public and multinational organizations, including The London Stock Exchange Group plc, WPP plc, a multinational advertising and public relations company, and currently, Clearwater Analytics Holdings Inc., a maker of financial software products, and TradeWeb Markets Inc., an international financial services company. He holds a doctorate in economics from Université Paris-Sorbonne and a master’s in economics from Université Paris Dauphine – PSL. Mr. Aigrain’s more than 30 years of financial services and management background, including extensive executive and board experience, provide him with expertise in strategy development and implementation, mergers and acquisitions, finance, and capital markets. Additionally, he brings substantial knowledge of board and governance matters to the Board.
Skills And Qualifications
• Corporate Finance • Risk Management • Mergers & Acquisitions • International Operations	• Corporate Governance • Corporate Strategy • Capital Markets	• CEO Experience • Public Company Director • Public Policy and Compliance
Other Current Public Directorships • Clearwater Analytics Holdings Inc. (since 2021) • TradeWeb Markets Inc. (since 2022) Former Public Directorships • The London Stock Exchange Group plc (2013-2022) • WPP plc (2013-2022)

Biography Mr. Benet has served as Chief Executive Officer of Access Industries, a privately held industrial group with world-wide holdings, since 2006. Prior to joining Access, he spent 17 years at Morgan Stanley, including as Managing Director. Mr. Benet also has experience serving on the boards of several privately held and publicly traded companies, including those in the investment, music and publishing, oil and gas pipes and tubing, cement, sports media, and petrochemicals industries. As a result of this background, he brings to our Board a working knowledge of global markets, mergers and acquisitions, executive management, strategic planning, and corporate strategy, as well as extensive experience with international finance and corporate finance matters, including treasury, insurance, and tax. Mr. Benet received his M.B.A. from Harvard Business School and his B.A. in Economics from Yale University. Mr. Benet possesses significant experience advising and managing publicly traded and privately held enterprises and brings substantial knowledge of corporate finance and strategic business planning activities to the Board.
Skills And Qualifications
• Corporate Strategy • Mergers & Acquisitions • International Operations • Human Capital Management	• Corporate Governance • Corporate Finance • Risk Management • Technology and Innovation	• Capital Markets • CEO Experience • Public Company Director • Public Policy and Compliance
Other Current Public Directorships • Warner Music Group Corp. (since 2011; public since 2020)

Biography Mr. Buchanan has previously served as Dean and President of London Business School, the Chairman of PageGroup plc, a global specialist recruitment company, a director of Schroders plc, a global asset management firm, a director of Cicap Ltd, a global private equity firm, and a director of Bain & Company Inc., a global business consulting firm. As the former Managing Partner of Bain in the UK and Senior Partner for the UK and South Africa, he continues to serve in an advisory role to Bain. Until August 2023, Mr. Buchanan also served as an advisor to Access Industries and Non-Executive Chairman of its Advisory Board. Mr. Buchanan’s experience as a board member of publicly traded, private, and charitable companies, Dean of a leading Business School, and long tenure with Bain provide him with deep experience in strategy, leadership, board effectiveness, business development, and acquisitions across most industry sectors, including considerable involvement with chemicals and energy in Europe. He also brings a wealth of experience in board and governance matters, particularly as related to multi-national companies. Mr. Buchanan is a Chartered Accountant and a published author on strategy, acquisitions, leadership, board effectiveness, corporate governance, and compensation. Mr. Buchanan received his FCA from the Institute of Chartered Accountants in England & Wales and his M.B.A. with High Distinction from Harvard Business School.
Skills And Qualifications
• Industry Experience • Corporate Strategy • Mergers & Acquisitions • Corporate Finance • Corporate Accounting	• International Operations • Leadership Development • Executive Management • Risk Management • Corporate Governance	• Public Company Director • Human Capital Management • Technology and Innovation • Public Policy and Compliance
Former Public Directorships • Schroders plc (2010-2019)


2024 Proxy Statement	LyondellBasell	3


2024 Proxy Statement	LyondellBasell	4


2024 Proxy Statement	LyondellBasell	5


2024 Proxy Statement	LyondellBasell	6

Biography Mr. Chase is the Chairman and Chief Executive Officer of ChaseSource, L.P., a staffing, facilities management, and real estate development firm founded by him in 2006 and recognized as one of the nation’s largest minority-owned businesses by Black Enterprise Magazine. Prior to ChaseSource, Mr. Chase founded and sold three successful ventures: Chase Radio Partners, Cricket Wireless and ChaseCom. He is also a principal owner of the Marriott Hotel at George Bush Intercontinental Airport in Houston and the Principle Toyota dealership in greater Memphis. He currently serves as a director of Cullen/Frost Bankers, Inc., a financial holding company, Nabors Industries, an operator of drilling rig fleets and provider of offshore platform rigs, and Par Pacific Holdings, Inc., an oil and gas exploration and production company. Mr. Chase is a Professor of Law Emeritus at the University of Houston Law Center, a member of the Council on Foreign Relations, and serves on the board of numerous Houston-based non-profits including the Houston Endowment, the Greater Houston Partnership, the Greater Houston Community Foundation, the M.D. Anderson Board of Visitors, and the Texas Medical Center. He previously served as Deputy Chairman of the Federal Reserve Bank of Dallas. Mr. Chase is an honors graduate of Harvard College, Harvard Law School and Harvard Business School. He has received many awards, including the American Jewish Committee’s 2016 Human Relations Award, Houston Technology Center’s 2015 Entrepreneur of the Year, NAACP 2013 Mickey Leland Humanitarian Award, GHP 2013 Bob Onstead Leadership Award, the 2012 Whitney M. Young Jr. Service Award, Ernst & Young’s Entrepreneur of the Year Award, Bank of America’s Pinnacle Award and UH Law Center’s Baker Faculty Award.
Skills And Qualifications
• CEO Experience • Risk Management • Mergers & Acquisitions	• HSE Experience • Strategic Planning • Corporate Governance	• Corporate Finance • Public Company Director • Human Capital Management
Other Current Public Directorships • Nabors Industries Ltd. (since 2019) • Cullen/Frost Bankers, Inc. (since 2020) • Par Pacific Holdings, Inc. (since 2021) Former Public Directorships • Anadarko Petroleum Corp. (2014-2019) • Paragon Offshore plc (2014-2017) • Heritage-Crystal Clean, Inc. (2020-2022)

Biography Mr. Dudley is Chairman of the international industry-led Oil and Gas Climate Initiative, which aims to accelerate the oil and gas industry’s response to climate change, and Chair of the Accenture Global Energy Board. He served as the Group Chief Executive of BP plc, a global energy provider, from 2010 to 2020. He was appointed to the board of BP in 2009, and previous executive roles with BP include Alternative and Renewable Energy activities and responsibility for BP’s upstream business in Russia, the Caspian region, and Africa. Mr. Dudley is a Fellow of the Royal Academy of Engineering, and received an M.B.A. from Southern Methodist University and a B.S. in Chemical Engineering from the University of Illinois. As the former CEO of a multinational oil and gas company, he has acquired extensive executive management experience and knowledge of the energy industry, including a leadership role in advancing decarbonization plans and other key sustainability initiatives. He also serves as chairman of the board of Axio, a leading SaaS provider of cyber risk management and quantification solutions, and director of 8 Rivers Capital LLC, a private firm leading the invention and commercialization of technologies for the global energy transition. Mr. Dudley has over 40 years of experience in strategic planning, risk management (including risks related to climate change), international operations, and health, safety, environmental and operational matters.
Skills And Qualifications
• CEO Experience • Risk Management • HSE Experience • Industry Experience	• Public Company Director • Climate Expertise • Corporate Strategy • International Operations	• Mergers & Acquisitions • Human Capital Management • Corporate Governance • Technology and Innovation
Other Current Public Directorships • Freeport-McMoRan Inc. (since 2021) Former Public Directorships • Rosneft Oil Company (2013-2022) • BP plc (2009-2020)

Biography Ms. Farley was a partner at KKR Management, LLC, a global investment firm, from 2013 until her retirement in 2016, and subsequently served as Vice Chair of the Energy business from 2016 to 2017 and Senior Advisor from 2017 to 2022. Prior to joining KKR, Ms. Farley co-founded RPM Energy, a privately-owned oil and natural gas exploration and development company. Before that, she served as Chief Executive Officer of Randall & Dewey, an oil and gas asset transaction advisory firm, from 2002 to 2005, when Randall & Dewey became the oil and gas investment banking group of Jeffries & Company, where she served as Co-President and Senior Advisor from 2005 to 2008. Previously, she served as chief executive officer of Intelligent Diagnostics Corp. from 1999 to 2001, and of Trade-Ranger Inc. from 2001 to 2002. Her oil and gas exploration experience includes positions at Texaco from 1981 to 1999, including as president of worldwide exploration and new ventures, as president of North American production, and as chief executive officer of Hydro-Texaco Inc. Ms. Farley earned a bachelor’s degree from Emory University. She brings to the Board experience in business development, finance, mergers, acquisitions, and divestitures, as well as knowledge of the chemical industry’s feedstocks and their markets. She also has experience in all matters of executive management and a deep understanding of public company and governance matters due to her current and prior service on the boards of companies including Anadarko Petroleum Corporation, Crescent Energy Company, and TechnipFMC.
Skills And Qualifications
• CEO Experience • Corporate Strategy • Risk Management • Human Capital Management	• Public Company Director • Capital Markets • Corporate Governance	• Corporate Finance • Mergers & Acquisitions • International Operations
Other Current Public Directorships • TechnipFMC plc (since 2017) • Crescent Energy Company (since 2021) Former Public Directorships • Anadarko Petroleum Corporation (2017-2019)

Biography Ms. Griffin served as the Chief Operating Officer of Global Petrochemicals at BP plc, one of three main divisions of BP’s downstream business, from 2015 to 2020. Previously, she served in a number of leadership positions within BP plc’s manufacturing, logistics, retail and functional organizations. Ms. Griffin began her career at Amoco and Standard Oil (Indiana), which was acquired by BP plc in 1998. She is a Certified Public Accountant and Certified Managerial Accountant, and received her master of management from Northwestern University and bachelor of business administration in accounting from Northern Illinois University. With over 30 years of experience in global oil and gas and chemicals businesses, Ms. Griffin has considerable experience in developing and implementing strategies and leading substantial transformation programs. She has previously served on the board of directors of Royal Mail Group PLC, an international postal service and courier company, where she provided oversight for environment strategy and implementation, health, safety and security, ethics and compliance, culture and employee engagement, diversity and inclusion, governance and community stakeholder engagement, and customer satisfaction.
Skills And Qualifications
• Industry Experience • HSE Experience • Capital Project Execution • Mergers & Acquisitions	• Public Company Director • International Operations • Corporate Strategy • Risk Management	• Executive Management • Corporate Finance • Corporate Governance • Human Capital Management
Former Public Directorships • Royal Mail Group PLC (2016-2022)

Biography Mr. Hanley has more than 30 years of experience in senior management and finance roles, including as Chief Financial Officer of Alcan, a Canadian mining company and aluminum manufacturer, President and CEO of Alcan’s Global Bauxite and Alumina business group, and Senior Vice President, Operations & Strategy of the National Bank of Canada. He brings strong financial and operational experience, deep knowledge of capital-intensive and process industries, experience with U.S. and international accounting standards, and a broad understanding of international markets. Mr. Hanley also has significant experience on public company boards, including in the roles of lead director, chair of the board, and audit committee chair, and has an appreciation for corporate governance matters and the board’s role in financial oversight. He currently serves as chair of the board of EQB Inc., which provides personal and commercial banking services, and previously served as lead director and audit committee chair of Nuvei Corporation and BRP Inc. He is also a member of the Quebec Order of Chartered Professional Accountants. Mr. Hanley received his bachelor of business administration from HEC Montreal.
Skills And Qualifications
• Corporate Finance • Corporate Strategy • Risk Management • International Operations • Public Company Director	• Corporate Accounting • Capital Markets • HSE Experience • Mergers and Acquisitions • Executive Management	• Corporate Governance • Human Capital Management • Technology and Innovation • Public Policy and Compliance
Other Current Public Directorships • EQB Inc. (since 2022) Former Public Directorships • Nuvei Corporation (2020-2023) • BRP, Inc. (2012-2022) • Shawcor Ltd. (2015-2021) • Industrial Alliance Insurance & Financial Services (2015-2019) • Groupe Jean Coutu (PJC), Inc. (2016-2018)

Biography Ms. Kamsky is the Chair and Chief Executive Officer of Kamsky Associates, Inc., a firm she founded in 1980 and the first U.S. advisory firm approved to provide strategic advisory services in China. Ms. Kamsky began her career at Chase Manhattan Bank (now JPMorgan Chase Bank) and served in various capacities of increasing seniority, including as Second Vice President of Chase and head of Chase’s Corporate China Division. She has also served as a member of the US Secretary of the Navy Advisory Panel from 2009 to 2017 and as Chairman and CEO of China Institute in America from 2003 to 2013. She has been awarded the Navy Distinguished Civilian Service Award, the highest honorary award the Secretary of the Navy can confer on a civilian employee, selected as one of America’s 25 Top Asia Hands by Newsweek Magazine, and recognized as an Outstanding Public Company Director by the Financial Times. Ms. Kamsky received a B.A. from Princeton University. She brings to the Board a strong background in strategy and deep knowledge of the Asia-Pacific market. She also has extensive public company board experience, including at W.R. Grace & Co., Sealed Air Corporation, Olin Corporation, Tecumseh Products Company, Foamex International, Tate & Lyle PLC, Shorewood Packaging, Spectrum Brands, Kadem Sustainable Impact Corp. and, currently, at Dana Incorporated.
Skills And Qualifications
• CEO Experience • Corporate Strategy • Risk Management • Industry Experience • Information Systems and Security	• Public Company Director • Capital Markets • HSE Experience • Corporate Finance • Technology and Innovation	• Corporate Governance • Mergers & Acquisitions • International Operations • Human Capital Management • Public Policy and Compliance
Other Current Public Directorships • Dana Incorporated (Since 2011) Former Public Directorships • Kadem Sustainable Impact Corp. (2021-2023)

Biography Ms. Karlin is the senior vice president of information technology for Kaiser Permanente, one of the nation’s largest not-for-profit health care systems, where she is responsible for the information technology, services and operations that power Kaiser Permanente’s business. Previously, she served as the global chief technology officer and vice president of IBM’s multi-billion-dollar Global Technology Services business from 2017 to 2021. Before joining IBM, she held senior leadership roles at Intel Corporation, as general manager of its Internet of Things division, and prior to that, as general manager of Intel’s Hybrid Cloud business. Additionally, she has served in executive positions at Union Bank, as managing director at Redleaf Venture Capital, and was president and co-founder of Thinque Systems, a pioneer in mobile software deployed in 43 countries. Ms. Karlin has extensive experience leading the strategy, development, and services for a hybrid, multi-cloud enterprise IT environment, leveraging artificial intelligence, automation, security, cloud, and open-source technologies to strengthen resiliency and ensure compliance, and modernizing offerings and capabilities across applications and infrastructure environments. With a career in the technology industry that spans over 30 years, including several executive positions at large international companies, she has considerable experience in advanced technology and enterprise-wide digital transformation. She currently serves on the Executive Board of the Consumer Technology Association, a non-profit organization that represents the U.S. consumer technology industry. Ms. Karlin is a graduate of the University of California and the Harvard Business School Executive Leadership Program, and is a recipient of the 2023 Digital Innovator Award, 2021 Technology Hall of Fame, the 2019 National Technology Humanitarian Award, the 2019 Women in Consumer Technology Legacy Award, the Industrial IoT 5G Innovators Award, the Malcolm Baldrige National Quality Award, and the Bell Labs Technology Innovator Award.
Skills And Qualifications
• Information Systems and Security • Technology and Innovation • Corporate Strategy	• Corporate Governance • Risk Management • Public Company Director	• HSES Experience • Human Capital Management • Executive Management
Other Current Public Directorships • Dana Incorporated (since 2019)

Biography Mr. Manifold has been the Group Chief Executive and a director of CRH plc, an international group of diversified building materials businesses supplying the construction industry, since 2014. Mr. Manifold joined CRH in 1998 and advanced to increasingly senior roles, including Finance Director of the Europe Materials Division, Group Development Director, Managing Director of Europe Materials, and Chief Operating Officer (2009 to 2014). Prior to joining CRH, Mr. Manifold was Chief Operating Officer of Allen McGuire & Partners, a private equity group. As a sitting chief executive officer with a background in other senior management roles, Mr. Manifold has acquired extensive leadership experience in competitive industries. With over 25 years in the building materials industry and 10 years of chief executive experience, Mr. Manifold brings significant knowledge of corporate finance, capital markets, strategic planning, acquisitions and divestitures, and international operations. Mr. Manifold is also a Fellow of the Institute of Certified Public Accountants in Ireland and received his M.B.A. and M.B.S. from Dublin City University.
Skills And Qualifications
• Corporate Finance • International Operations • Corporate Accounting • HSES Experience • Human Capital Management	• Risk Management • Mergers & Acquisitions • CEO Experience • Corporate Governance • Public Policy and Compliance	• Capital Markets • Corporate Strategy • Capital Project Execution • Public Company Director
Other Current Public Directorships • CRH plc (since 2009)

Biography
Mr. Vanacker has served as our Chief Executive Officer since May 2022. Mr. Vanacker previously served as the President, Chief Executive Officer and Chair of the Executive Committee of Neste Corporation, a renewable products company, from 2018 to 2022. Prior to his role at Neste, he served as Chief Executive Officer and Managing Director of CABB Group GmbH, a fine chemicals producer, from 2015 to 2018 and as Chief Executive Officer and Managing Director of Treofan Group, a manufacturer of polypropylene films, from 2012 to 2015. He previously served as Executive Vice President and Member of the Executive Board of Covestro AG (formerly known as Bayer Material Science), a polymers and plastics producer, with responsibility for the global polyurethanes business and as Chief Marketing and Innovation Officer. He received his MSc in chemical engineering from Ghent University. Mr. Vanacker’s extensive experience in the oil and gas and chemicals industries, including chief executive officer and senior leadership experience, provide him with a deep understanding of the Company’s industry, operations, and feedstocks. In addition, he brings a strong understanding of circularity and sustainability issues, and extensive experience leading strategic transformations at large multinational companies. Mr. Vanacker also serves as a member of the Supervisory Board of Symrise AG, a chemicals company that is a major producer of flavors and fragrances.
Skills And Qualifications
• Industry Experience • HSE Experience • CEO Experience • Corporate Finance • Risk Management	• Corporate Strategy • Capital Project Execution • International Operations • Mergers & Acquisitions • Technology and Innovation	• Corporate Governance • Public Company Director • Public Policy and Compliance • Human Capital Management
Other Current Public Directorships • Symrise AG (since 2020)

	Corporate Governance Guidelines		Rules for the Board of Directors
	Articles of Association		Committee Charters
	Code of Conduct		Board Profile
	Financial Code of Ethics		Tax Strategy Disclosure
	Conflict Minerals Policy		Human Rights Policy
	Human Trafficking and Anti-Slavery Statement		Supplier Code of Conduct
	Health, Safety, Environment, Security Policy		Stakeholder Engagement Policy

LyondellBasell Industries N.V PRE 14A, filed Mar 29, 2024

Dear Fellow Shareholders

About LyondellBasell

Our Purpose

Our Values

Our Commitments

2023 Company Snapshot

Notice of and Agenda for 2024 Annual General Meeting of Shareholders

Proxy Statement Summary

Annual General Meeting

Agenda and Voting Recommendations

Corporate Governance Highlights

2024 Director Nominees

2023 Performance Overview

2023 Executive Compensation Highlights

Item 1 Election of Directors

Our Board

Director Nominees’ Independence, Tenure, Diversity, and Experience

Director Nominations

2024 Nominees to the Board

Corporate Governance

Director Independence

Board Leadership Structure

Executive Sessions

Board Evaluations

Director Onboarding, Training, and Site Visits

Stakeholder Engagement

Communication with the Board

CEO and Management Succession Planning

Human Capital Management

Key 2023 Focus Areas

Stepping up Performance and Culture: Our Transformation

Diversity, Equity, and Inclusion

Diversity

Equity

Inclusion

Global Talent Development

Approach to Sustainability

2023 Actions and Milestones

Ending Plastic Waste

Taking Climate Action

Supporting a Thriving Society

Board Oversight of Risk

Selected Areas of Board Oversight

Enterprise Risk Management

Enterprise Level Risks

Departmental Risks

Climate Change Risk Management

Building Risk Management Capabilities

Board and Committee Information

Audit Committee

Compensation and Talent Development (“C&TD”) Committee

Nominating and Governance Committee

Health, Safety, Environmental and Sustainability (“HSE&S”) Committee

Finance Committee

Other Governance Matters

Retirement Policy and Term Limits

Code of Conduct

Public Policy & Political Engagement

Dutch Corporate Governance Code

Indemnification

Director Compensation

Share Ownership Guidelines

Prohibition on Hedging and Pledging Shares

Director Compensation in 2023

Item 2 Discharge of Directors from Liability

Item 3 Adoption of Dutch Statutory Annual Accounts

Discussion of Dividend Policy

Item 4 Appointment of PricewaterhouseCoopers Accountants N.V. as the Auditor of our Dutch Statutory Annual Accounts

Item 5 Ratification of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm

Professional Services Fee Information

Audit Committee Report

Item 6 Advisory Vote on Executive Compensation (Say-On-Pay)

Results of Last Year’s Say-On-Pay Vote

Pay for Performance in 2023

2024 Advisory Vote on Executive Compensation

Compensation Discussion and Analysis

Executive Summary

2023 Performance Highlights

Key Compensation Practices

Item 1
Election of Directors

Item 2
Discharge of Directors from Liability

Item 3
Adoption of Dutch Statutory Annual Accounts

Item 4
Appointment of PricewaterhouseCoopers Accountants N.V. as the Auditor of our Dutch Statutory Annual Accounts

Item 5
Ratification of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm

Item 6
Advisory Vote on Executive Compensation (Say-On-Pay)

Item 7
Authorization to Conduct Share Repurchases

Item 8
Cancellation of Shares

•	Leading Board meetings and executive sessions
•	Reviewing and approving Board meeting agendas and schedules, and ensuring there is sufficient time for discussion of topics
•	Convening additional Board meetings, as needed
•	Facilitating information flow and communication among directors
•	Serving as a liaison between the independent directors and the CEO and other members of management
•	Together with the C&TD Committee, setting annual and long-term performance goals for the CEO and evaluating his performance
•	Presiding at general meetings of shareholders
•	Meeting or engaging with shareholders, as appropriate
•	Supporting the Company’s strategic growth initiatives


1
1
	Development and Approval of Evaluation Process and Topics	In September 2023, the Nominating and Governance Committee discussed and approved the overall process and timeline for the 2023 evaluation cycle and identified an independent consultant for the 2024 evaluation cycle. The Nominating and Governance Committee approved the topics and questions for distribution to the individual Board members. Questions were largely consistent with those used in prior cycles, with the addition of questions to cover director expertise and succession. As in prior cycles, the Committee approved an individual evaluation process for the Chair, to be facilitated through survey questions specific to his role.
2
2
	Distribution and Completion of Surveys	Board members provided responses to the surveys, including separate assessments for each Board committee and for the Chair. In parallel, senior executives provided their views of Board effectiveness and interactions with management through confidential survey responses provided to the Corporate Secretary. Key areas covered in the Board and committee surveys include membership; responsibilities; functionality; meetings; strategy; senior management (including succession planning); focus on performance; ensuring financial robustness; monitoring risk; compliance; and building corporate reputation. Committee members are also asked to consider whether each committee is functioning in compliance with its charter and keeping the Board adequately informed, and to review the committee’s member skill sets and leadership. Survey questions for the individual Chair assessment focused on effective management of meetings and facilitation of constructive relationships and communication among Board members and with management.
3
3
	Board Review and Implementation of Results	The Corporate Secretary compiled feedback from the self-evaluation process, including feedback from senior executives, which was discussed during the February 2024 committee and Board meetings in executive sessions. Policies and practices were evaluated based on the self-assessment results, and the Board considered potential enhancements to Board processes. The Nominating and Governance Committee also considered director feedback in recommending the nomination of continuing directors for reelection. Feedback from the process will also be provided to the independent outside consultant as part of the 2024 evaluation process, and may be used to refresh the evaluation process and adjust areas of focus for surveys beyond 2024.

•	Establishing an Equity Committee to ensure key People and Culture policies are developed and audited annually;
•	Conducting a DEI review of our benefits, which resulted in greater coverage of employees’ dependents, ongoing global plan harmonization, and enhanced mental health support; and
•	Expanding our employee recognition program, Bravo!, to 33 countries and offering enhanced features to promote collaboration and the celebration of holidays globally.


Audit Committee	C&TD Committee	Nom-Gov Committee	HSE&S Committee	Finance Committee
• Responsible for ensuring that an effective risk assessment process is in place, and reports are made by management to the Audit Committee in accordance with NYSE requirements. • Oversees enterprise-wide financial risks and reviews cybersecurity performance and risk • Oversees financial statements, independent accountants, internal audit function, related party transactions, internal controls; • Oversees compliance programs and EthicsPoint reporting helpline	• Responsible for the Company’s executive compensation programs, and evaluates risks in connection with such programs • Oversees talent management and related risks, including our DEI initiatives • Monitors talent development and responsible for management retention, recruitment, and succession planning	• Oversees the Company’s overall ESG profile and strategy • Reviews corporate governance practices and develops, reviews, and recommends corporate governance guidelines and policies • Responsible for director succession planning	• Reviews and monitors health and safety risks, programs, statistics and incidents (including major health, safety, environment, and security events) • Reviews and monitors environmental and sustainability risks, goals, trends and impacts, including climate initiatives and risk • Oversees sustainability reporting	• Oversees strategic transactions, including those that may impact our capital position • Reviews our tax strategy and planning • Reviews our capital structure, capital allocation, dividend policy, share repurchase programs, dept profile, and hedging strategies

OVERSIGHT OF STRATEGY
Our Board is responsible for providing governance and oversight over the strategy, operations, and management of our Company. The primary means by which our Board oversees the Company’s short-, intermediate-, and long-term risks is through regular communication with management. At each Board meeting, members of management are asked to report to the Board and, when appropriate, specific committees. These presentations provide members of the Board with direct communication with management and the information necessary for a full understanding of the Company’s risk profile, including information regarding the Company’s strategy, specific risk environment, exposures potentially affecting our operations, and the Company’s plans to address such risks. In addition to providing general updates on the Company’s operational and financial condition, members of management report to the Board about the Company’s outlook, forecasts, and any impediments to meeting them or to successfully pursuing the Company’s strategy more generally. In 2023, management and the Board reviewed progress on the Company’s strategy at each of its regularly-scheduled meetings and discussed progress, challenges and lessons learned at its annual strategy meeting in July, including a deep dive review of the Value Enhancement Program.
OVERSIGHT OF CYBERSECURITY
We recognize the risk posed by global cybersecurity threats, and our Board is regularly updated on emerging risks and maintains oversight of the Company’s cybersecurity program implemented to address them. In 2023, management provided a detailed cybersecurity update to the Board and led discussions on specific cybersecurity and process control topics at its September meeting. The Audit Committee also reviewed updates to the Company’s cybersecurity dashboard, which summarizes key security metrics and activities, at each of its regularly-scheduled meetings and participated in a detailed discussion at its August meeting, including a discussion led by members of PricewaterhouseCoopers’ Cyber and Privacy Innovation Institute. The Company is not aware of any material incidents relating to the Company or third-party information systems security affecting the safety of our operations or ability to serve customers or significant breaches of personal information in the past three years. The Company had no fines from data protection authorities in the past three years and maintains a cybersecurity insurance policy.

Name	Audit	Compensation & Talent Development	Nominating & Governance	HSE&S	Finance
Jacques Aigrain
Lincoln Benet
Robin Buchanan
Tony Chase
Bob Dudley
Claire Farley
Rita Griffin
Michael Hanley
Virginia Kamsky
Albert Manifold
Peter Vanacker
2023 MEETINGS	5	4	4	5	3

	•	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;
	•	Risk Management — Monitor the Company’s major financial and other risk exposures, including oversight of the Company’s policies and guidelines with respect to risk assessment and management, information technology and cybersecurity risks; and
	•	Compliance — Review plans, staffing, and activities of the 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.

Compensation and Talent Development (“C&TD”) Committee
Chair: Albert Manifold Members: Tony Chase, Rita Griffin, Virginia Kamsky Independence: All Members	4 Meetings 100% Attendance

	•	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 other executive officer compensation;
	•	Company Compensation and 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; review pay equity for the Company; 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, DEI initiatives, and succession and continuity planning for the CEO and other executive officers.

Nominating and Governance Committee
Chair: Claire Farley Members: Jacques Aigrain, Lincoln Benet, Robin Buchanan Independence: All Members	4 Meetings 100% Attendance