LyondellBasell Industries N.V PRE 14A, filed Apr 2, 2021

LyondellBasell Industries N.V. (LYB)

PRE 14A 2021-04-02 For: 2021-05-28

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		Very truly yours,
JACQUES AIGRAIN		BHAVESH (BOB) PATEL
Chair of the Board		CEO

MEETING INFORMATION
FRIDAY, MAY 28, 2021	LyondellBasell Industries Delftseplein 27E
3:00 p.m. Local Time	3013 AA, Rotterdam, the Netherlands

1.	Elect our Board of Directors (Voting Items);
2.	Discharge our directors from liability in connection with the exercise of their duties during 2020 (Voting Item);
3.	Adopt our 2020 Dutch statutory annual accounts (Voting Item);
4.	Appoint the external auditor for our 2021 Dutch statutory annual accounts (Voting Item);
5.	Ratify the appointment of our independent registered public accounting firm (Voting Item);
6.	Provide an advisory vote on our executive compensation (say-on-pay) (Voting Item);
7.	Authorize the repurchase of up to 10% of our issued share capital (Voting Item);
8.	Approve the cancellation of all or a portion of the shares held in our treasury account (Voting Item);
9.	Approve amendments to our Long Term Incentive Plan (Voting Item);
10.	Approve amendments to our Employee Stock Purchase Plan (Voting Item); and
11.	Discuss matters requested by shareholders (Discussion Item).


ONLINE	BY MOBILE DEVICE	BY PHONE	BY MAIL
Visit the website on your proxy card	Scan this QR code to vote with your mobile device	Call the telephone number on your proxy card	Sign, date and return your proxy card in the enclosed envelope

PROXY STATEMENT SUMMARY	7
ANNUAL GENERAL MEETING	7
AGENDA AND VOTING RECOMMENDATIONS	7
CORPORATE GOVERNANCE HIGHLIGHTS	7
2021 DIRECTOR NOMINEES	8
2020 PERFORMANCE OVERVIEW	9
2020 EXECUTIVE COMPENSATION HIGHLIGHTS	9
ITEM 1 – ELECTION OF DIRECTORS	10
OUR BOARD	10
DIRECTOR NOMINEES’ INDEPENDENCE, TENURE, AND DIVERSITY	10
DIRECTOR NOMINATIONS	12
2021 NOMINEES TO THE BOARD	12
CORPORATE GOVERNANCE	19
DIRECTOR INDEPENDENCE	19
BOARD LEADERSHIP STRUCTURE	19
EXECUTIVE SESSIONS	20
BOARD EVALUATIONS	20
DIRECTOR ONBOARDING, TRAINING, AND SITE VISITS	21
SHAREHOLDER ENGAGEMENT	21
COMMUNICATION WITH THE BOARD	22
CEO AND MANAGEMENT SUCCESSION PLANNING	22
HUMAN CAPITAL MANAGEMENT	23
BOARD OVERSIGHT OF RISK	24
APPROACH TO SUSTAINABILITY	26
BOARD AND COMMITTEE INFORMATION	30
OTHER GOVERNANCE MATTERS	33
DIRECTOR COMPENSATION	36
DIRECTOR COMPENSATION IN 2020	37
ITEM 2 – DISCHARGE OF DIRECTORS FROM LIABILITY	38
ITEM 3 – ADOPTION OF DUTCH STATUTORY ANNUAL ACCOUNTS	38
DISCUSSION OF DIVIDEND POLICY	38
ITEM 4 – APPOINTMENT OF PRICEWATERHOUSECOOPERS ACCOUNTANTS N.V. AS THE AUDITOR OF OUR DUTCH STATUTORY ANNUAL ACCOUNTS	39
ITEM 5 – RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	39
PROFESSIONAL SERVICES FEE INFORMATION	40
AUDIT COMMITTEE REPORT	41

ITEM 6 – ADVISORY VOTE ON EXECUTIVE COMPENSATION (SAY-ON-PAY)		42
RESULTS OF LAST YEAR’S SAY-ON-PAY VOTE		42
PAY FOR PERFORMANCE IN 2020		42
2021 ADVISORY VOTE ON EXECUTIVE COMPENSATION		43
COMPENSATION DISCUSSION AND ANALYSIS		44
EXECUTIVE SUMMARY		45
WHAT GUIDES OUR PROGRAM		47
2020 EXECUTIVE COMPENSATION DECISIONS IN DETAIL		51
ADDITIONAL INFORMATION CONCERNING EXECUTIVE COMPENSATION		57
COMPENSATION COMMITTEE REPORT		59
COMPENSATION TABLES		60
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL		67
CEO PAY RATIO		70
ITEM 7 – AUTHORIZATION TO CONDUCT SHARE REPURCHASES		71
ITEM 8 – CANCELLATION OF SHARES		71
ITEM 9 – AMENDMENT OF LONG TERM INCENTIVE PLAN		72
BURN RATE AND DILUTION		72
PROPOSED AMENDMENTS TO THE LTIP		73
SHARES AVAILABLE AND OUTSTANDING		74
PLAN HIGHLIGHTS AND BEST PRACTICES		74
MATERIAL TERMS OF THE LTIP		75
EQUITY COMPENSATION PLAN INFORMATION		78
ITEM 10 – AMENDMENT OF EMPLOYEE STOCK PURCHASE PLAN		79
ITEM 11 – DISCUSSION OF MATTERS REQUESTED BY SHAREHOLDERS		82
CLIMATE CHANGE COMMITMENTS AND STRATEGY (DISCUSSION ONLY)	83
ADVISORY VOTE ON CLIMATE STRATEGY (DISCUSSION ONLY)	84
SECURITIES OWNERSHIP		85
SIGNIFICANT SHAREHOLDERS		85
BENEFICIAL OWNERSHIP		86
QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING		87
APPENDIX A – RECONCILIATION OF NON-GAAP FINANCIAL MEASURE		A-1
APPENDIX B – AMENDED AND RESTATED LYONDELLBASELL INDUSTRIES LONG TERM INCENTIVE PLAN		B-1
APPENDIX C – AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN		C-1


DATE AND TIME	PLACE	RECORD DATE
FRIDAY, MAY 28, 2021, 3:00 P.M. LOCAL TIME	LYONDELLBASELL INDUSTRIES, DELFTSEPLEIN 27E 3013 AA, ROTTERDAM, THE NETHERLANDS	FRIDAY, APRIL 30, 2021

Item		Board Recommendation	Page
1	Election of 12 directors	FOR all nominees	10
2	Discharge of directors from liability	FOR	38
3	Adoption of Dutch statutory annual accounts	FOR	38
4	Appointment of auditor of Dutch statutory annual accounts	FOR	39
5	Ratification of independent registered public accounting firm	FOR	39
6	Advisory vote on executive compensation (say-on-pay)	FOR	42
7	Authorization to conduct share repurchases	FOR	71
8	Cancellation of shares	FOR	71
9	Amendment and restatement of Long Term Incentive Plan	FOR	72
10	Amendment and restatement of Employee Stock Purchase Plan	FOR	79
11	Discussion of matters requested by shareholders	Discussion only	82

	Annual election of directors			Board diversity (women and minority directors comprise 50% of our 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 function and sustainability strategy
	Executive sessions at each regularly scheduled Board and Committee meeting			Regular succession planning for executive management with focus on talent development
	Annual self-assessments for the Board and each Committee			Board leadership of the Company’s response to the COVID-19 pandemic
	Board refreshment supported by mandatory retirement age			Stock ownership guidelines for directors and executives and policy against hedging

Nominee	Age	Years of Service	Independent	Committee Memberships
Jacques Aigrain	66	10	YES	• Nominating & Governance • Finance
Lincoln Benet	57	6	YES	• Nominating & Governance • Finance (Chair)
Jagjeet (Jeet) Bindra	73	10	YES	• Audit • HSE&O (Chair)
Robin Buchanan	69	10	YES	• Compensation & Talent Development • Nominating & Governance
Anthony (Tony) Chase	66	Nominee	YES	• Audit (if elected) • Compensation & Talent Development (if elected)
Stephen Cooper	74	11	YES	• HSE&O
Nance Dicciani	73	8	YES	• Compensation & Talent Development (Chair) • Finance
Robert (Bob) Dudley	65	Nominee	YES	• Finance (if elected) • HSE&O (if elected)
Claire Farley	62	7	YES	• Compensation & Talent Development • Nominating & Governance (Chair)
Michael Hanley	55	3	YES	• Audit (Chair) • HSE&O
Albert Manifold	58	2	YES	• Audit • HSE&O • Finance (until the Annual Meeting)
Bhavesh (Bob) Patel	54	3	NO	None

$1.4B	$3.9B	$1.4B
NET INCOME	EBITDA EX. LCM & IMPAIRMENT*	DIVIDENDS PAID

GROWTH	Invested efficiently for long-term returns, advancing two new joint ventures in China and acquiring a 50% stake in a new integrated polyethylene joint venture in Louisiana	LIQUIDITY	Increased liquidity through aggressive inventory reductions and an actively managed balance sheet
SAFETY	Achieved top-decile safety performance while implementing new COVID-19 protocols and socially distanced operations	MARKET POSITION	Maintained leading market positions through nimble reaction from commercial groups
COST DISCIPLINE	Demonstrated cost discipline in day-to-day operations and by deferring non-safety-related capital expenditures	SUSTAINABILITY	Progressed sustainability programs and goals, including new recycling targets, and joined the United Nations Global Compact

JACQUES AIGRAIN
Age 66 French-Swiss Non-Executive Director since 2011; Chair since 2018 INDEPENDENT	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 served as Chief Executive Officer of Swiss Re, a publicly traded insurance company, and was Co-Global Head of M&A and Head of Financial Institutions at J.P. Morgan. He also has many years of experience as a director of public and multinational organizations including The London Stock Exchange Group plc and WPP plc, a multinational advertising and public relations company. Mr. Aigrain’s more than 30 years of financial services and management experience provide him with expertise in all areas of strategy, mergers and acquisitions, finance, and capital markets. Additionally, he brings substantial knowledge of board- and governance-related matters.

	COMMITTEES • Nominating and Governance Committee • Finance Committee • Executive Committee (Chair)

	SKILLS AND QUALIFICATIONS • Corporate Finance • Risk Management • Mergers & Acquisitions • International Operations • Corporate Governance	• Strategic Planning • Capital Markets • CEO Experience • Public Company Director Experience

	OTHER CURRENT PUBLIC DIRECTORSHIPS • The London Stock Exchange Group plc (since 2013) • WPP plc (since 2013)

LINCOLN BENET
Age 57 American-British Non-Executive Director since 2015 INDEPENDENT	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 experience with international finance, including corporate finance matters such as treasury, insurance, and tax.

	COMMITTEES • Nominating and Governance Committee • Finance Committee (Chair) • Executive Committee

	SKILLS AND QUALIFICATIONS • Strategic Planning • Mergers & Acquisitions • International Operations • Corporate Governance	• Corporate Finance • Risk Management • Capital Markets • CEO Experience

	OTHER CURRENT PUBLIC DIRECTORSHIPS • Warner Music Group Corp. (public since 2020)

Board Diversity		Board Refreshment (since 2018)

CEO		ALL OTHER NEOs

JAGJEET (JEET) BINDRA
Age 73 American Non-Executive Director since 2011 INDEPENDENT	BIOGRAPHY Mr. Bindra is a retired executive of Chevron, a multinational energy corporation, where he spent 32 years in senior leadership positions and retired as President of the company’s worldwide manufacturing operations. Mr. Bindra holds a degree in chemical engineering and started his career at Chevron as a research engineer before progressing to increasingly senior positions, including the roles of Manager of Strategic Planning and Group Manager of Projects & Engineering Technology. His education and background provide him with extensive knowledge of global manufacturing, capital project management, engineering technology, strategic business planning, and health, safety, and environmental and operations matters. Mr. Bindra has served as a director of multiple private and publicly traded companies, including Edison International and its subsidiary, Southern California Edison, WorleyParsons, and Transocean Ltd., and he has broad knowledge of board and governance matters. Mr. Bindra currently serves as a member of the board of HPCL-Mittal Energy Limited (India).

	COMMITTEES • Audit Committee • HSE&O Committee (Chair) • Executive Committee

	SKILLS AND QUALIFICATIONS • Industry Experience • Capital Project Execution • Executive Management • Corporate Governance • Mergers & Acquisitions	• HSE Experience • Strategic Planning • International Operations • Risk Management • Public Company Director Experience

	FORMER PUBLIC DIRECTORSHIPS • Edison International / Southern California Edison Co. (2010-2017) • WorleyParsons (2015-2017)

ROBIN BUCHANAN
Age 69 British Non-Executive Director since 2011 INDEPENDENT	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 UK Senior Partner, he continues to serve in an advisory role to Bain. Mr. Buchanan also serves as an advisor to Access Industries and Non-Executive Chairman of its Advisory Board, which advises on portfolio strategy. 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.

	COMMITTEES • Compensation and Talent Development Committee • Nominating and Governance Committee

	SKILLS AND QUALIFICATIONS • Strategy Development • Industry Experience • Mergers & Acquisitions • Corporate Finance • Corporate Accounting • International Operations	• Leadership Development • Executive Management • Risk Management • Corporate Governance • Public Company Director Experience

	FORMER PUBLIC DIRECTORSHIPS • Schroders plc (2010-2019)

ANTHONY (TONY) CHASE
Age 66 American Non-Executive Director Nominee INDEPENDENT	BIOGRAPHY Mr. Chase is the Chairman and Chief Executive Officer of ChaseSource, L.P., a Houston-based 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. He currently serves as a director of Cullen/Frost Bankers, a financial holding company, Nabors Industries, an operator of drilling rig fleets and provider of offshore platform rigs, and Heritage-Crystal Clean, a provider of full-service parts cleaning, waste, and used oil collection services. Mr. Chase is also a tenured Professor of Law at the University of Houston Law Center and serves on the board of numerous Houston-based non-profits including the Houston Endowment, the Greater Houston Partnership, 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 and Chairman of the Greater Houston Partnership. Mr. Chase has deep entrepreneurial experience as the founder of ChaseSource and three other successful ventures, as well as extensive experience serving on public company boards and in related governance matters.

	COMMITTEES • Audit Committee (effective as of Annual Meeting) • Compensation and Talent Development Committee (effective as of Annual Meeting)

	SKILLS AND QUALIFICATIONS • CEO Experience • Risk Management • Mergers & Acquisitions • HSE Experience	• Strategic Planning • Corporate Governance • Corporate Finance • Public Company Director Experience

	OTHER CURRENT PUBLIC DIRECTORSHIPS • Nabors Industries Ltd. (since 2019) • Cullen/Frost Bankers, Inc. (since 2020) • Heritage-Crystal Clean, Inc. (since 2020)	FORMER PUBLIC DIRECTORSHIPS • Anadarko Petroleum Corp. (2014-2019) • Paragon Offshore plc (2014-2017)

STEPHEN COOPER
Age 74 American Non-Executive Director since 2010 INDEPENDENT	BIOGRAPHY Mr. Cooper has served as Chief Executive Officer and Director of Warner Music Group Corp., a recorded music and music publishing business, since 2011. He has also been a Managing Partner of Cooper Investment Partners, a private equity firm specializing in underperforming companies, since 2008. In the course of a long career as a financial advisor and corporate turnaround specialist, Mr. Cooper has served as the top executive of a number of publicly traded companies, including as Chief Executive Officer of Metro-Goldwyn-Mayer, Inc., a media company focused on film and television, and Hawaiian Telecom, the dominant telecom services provider in Hawaii. Mr. Cooper has expansive knowledge and experience relating to all matters of executive management, finance, and strategy, and due to his role as a sitting CEO he has deep insight into day-to-day business, management, and strategy issues.

	COMMITTEES • HSE&O Committee

	SKILLS AND QUALIFICATIONS • Strategic Planning • Risk Management • Capital Markets • Corporate Finance • International Operations • Corporate Governance	• Mergers & Acquisitions • Industry Experience • CEO Experience • HSE Experience • Public Company Director Experience

	OTHER CURRENT PUBLIC DIRECTORSHIPS • Warner Music Group Corp. (public since 2020)

NANCE DICCIANI
Age 73 American Non-Executive Director since 2013 INDEPENDENT	BIOGRAPHY Ms. Dicciani is a retired senior executive and chemical engineer. She spent her early career in research and development at Air Products and Chemicals, and then joined Rohm and Haas, a specialty chemicals manufacturer, as business director for the Petroleum Chemicals Division. After 10 years with Rohm and Haas in which she rose to the level of Senior Vice President, Ms. Dicciani became President and Chief Executive Officer of Honeywell Specialty Materials, also a chemicals manufacturer. Ms. Dicciani served on the Executive Committees of the American Chemistry Council and the Society of Chemical Industry and was appointed by George W. Bush to the President’s Council of Advisors on Science and Technology. Her background provides her with specific industry knowledge and an understanding of manufacturing, health, safety, and environmental matters; insight into the competitive landscape relevant to our industry; and a wealth of experience in all areas of executive management. Ms. Dicciani also has extensive experience in board and governance matters and has served as a director of several public companies, including Halliburton, an oilfield services company, and Linde, an industrial gases company.

	COMMITTEES • Compensation and Talent Development Committee (Chair) • Finance Committee • Executive Committee

	SKILLS AND QUALIFICATIONS • Industry Experience • HSE Experience • Capital Project Execution • Mergers & Acquisitions • Capital Markets • Public Company Director Experience	• International Operations • CEO Experience • Strategic Planning • Risk Management • Corporate Finance • Corporate Governance

	OTHER CURRENT PUBLIC DIRECTORSHIPS • Halliburton Company (since 2009) • AgroFresh Solutions, Inc. (since 2015) • Linde plc (since 2018)	FORMER PUBLIC DIRECTORSHIPS • Praxair, Inc. (2008-2018)

ROBERT (BOB) DUDLEY
Age 65 American-British Non-Executive Director Nominee INDEPENDENT	BIOGRAPHY Mr. Dudley is Chairman of the international industry-led Oil and Gas Climate Initiative and Chair of the Accenture Global Energy Board, and has dedicated his career to the service of the international energy industry. He served as the Group Chief Executive of BP plc, a global energy provider, from 2010 until his retirement in March 2020. He was appointed to the board of BP in 2009 with accountability for the Americas and Asia, 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 chemical engineer and a Fellow of the Royal Academy of Engineering. As the former CEO of a multinational oil and gas company, he has acquired extensive executive management experience and knowledge of the energy industry. He also has significant experience in strategic planning, risk management, international operations, and health, safety, and environmental and operations matters.

	COMMITTEES • Finance Committee (effective as of Annual Meeting) • HSE&O Committee (effective as of Annual Meeting)

	SKILLS AND QUALIFICATIONS • CEO Experience • Risk Management • HSE Experience • Industry Experience • Public Company Director Experience	• Strategic Planning • International Operations • Mergers & Acquisitions • Corporate Finance • Corporate Governance

	OTHER CURRENT PUBLIC DIRECTORSHIPS • Rosneft Oil Company (since 2013)	FORMER PUBLIC DIRECTORSHIPS • BP plc (2009-2020)

CLAIRE FARLEY
Age 62 American Non-Executive Director since 2014 INDEPENDENT	BIOGRAPHY Ms. Farley is an advisor to KKR Energy Group and a retired executive in the oil and gas exploration and production industry. Ms. Farley has served in several roles with KKR Energy Group since 2011, including as Vice Chair from 2016 to 2017 and as a member of KKR Management LLC, the general partner of a global investment firm, from 2013 to 2015. Prior to joining KKR, Ms. Farley served as Chief Executive Officer of Randall & Dewey, an oil and gas asset transaction advisory firm. She became Co-President and then Senior Advisor at Jeffries & Company after Randall & Dewey became its oil and gas investment banking group, and then co-founded RPM Energy, a privately-owned oil and natural gas exploration and development company. Ms. Farley brings to the Board experience in business development, 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, Encana Corporation, and TechnipFMC.

	COMMITTEES • Compensation and Talent Development Committee • Nominating and Governance Committee (Chair) • Executive Committee

	SKILLS AND QUALIFICATIONS • CEO Experience • Strategic Planning • Risk Management • Public Company Director Experience • Capital Markets	• Corporate Governance • HSE Experience • Mergers & Acquisitions • International Operations

	OTHER CURRENT PUBLIC DIRECTORSHIPS • TechnipFMC plc (since 2017)	FORMER PUBLIC DIRECTORSHIPS • Anadarko Petroleum Corporation (2017-2019) • FMC Technologies, Inc. (2009-2017)

MICHAEL HANLEY
Age 55 Canadian Non-Executive Director since 2018 INDEPENDENT	BIOGRAPHY Mr. Hanley has more than 25 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 and in the role of audit committee chair, and an appreciation for corporate governance matters and the board’s role in financial oversight. He is currently a member of the Quebec Order of Chartered Professional Accountants.

	COMMITTEES • Audit Committee (Chair) • HSE&O Committee • Executive Committee

	SKILLS AND QUALIFICATIONS • Corporate Finance • Strategic Planning • Risk Management • International Operations • Public Company Director Experience	• Corporate Accounting • Capital Markets • Executive Management • Corporate Governance

	OTHER CURRENT PUBLIC DIRECTORSHIPS • BRP, Inc. (since 2012) • Nuvei Corporation (since 2020)	FORMER PUBLIC DIRECTORSHIPS • Shawcor Ltd. (2015-2021) (until May 2021 annual meeting) • Industrial Alliance Insurance & Financial Services (2015-2019) • Groupe Jean Coutu (PJC), Inc. (2016-2018)

ALBERT MANIFOLD
Age 58 Irish Non-Executive Director since 2019 INDEPENDENT	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 CEO with a background in other senior management roles, Mr. Manifold has acquired extensive leadership experience in competitive industries. In addition, he has significant knowledge of corporate finance, capital markets, strategic planning, and international operations. Mr. Manifold is also a Fellow of the Institute of Certified Public Accountants in Ireland.

	COMMITTEES • Audit Committee • HSE&O Committee • Finance Committee (until the Annual Meeting)

	SKILLS AND QUALIFICATIONS • Corporate Finance • International Operations • Corporate Accounting • Risk Management • Mergers & Acquisitions	• CEO Experience • Capital Markets • Strategic Planning • Capital Project Execution

	OTHER CURRENT PUBLIC DIRECTORSHIPS • CRH plc (since 2009)

BHAVESH (BOB) PATEL
Age 54 American Executive Director since 2018	BIOGRAPHY Mr. Patel has served as our Chief Executive Officer since January 2015. From the time he joined the Company in 2010 until his appointment as CEO, he held the roles of Senior Vice President, Olefins and Polyolefins–Americas and Executive Vice President, Olefins and Polyolefins–Europe, Asia, International & Technology, with additional responsibility for all manufacturing operations outside of the Americas and the Company’s polypropylene compounding business. Taken together with his prior positions of increasing responsibility at Chevron Corp. and Chevron Phillips Chemical Company, Mr. Patel has more than 30 years’ experience in the chemicals, plastics, and refining industries, including extensive leadership experience on a global basis. This background gives him a detailed understanding of the Company’s industries and operations. Mr. Patel serves on the boards of the Houston Branch of the Federal Reserve Bank of Dallas, the Greater Houston Partnership, the Board of Visitors at the University of Texas MD Anderson Cancer Center, and is a member of the Business Council. He is also on the external advisory council of the College of Engineering at The Ohio State University and the Board of Visitors of the Fox School of Business at Temple University. Additionally, Mr. Patel serves as a director of Halliburton Company and previously served as a director of Union Pacific Corporation.

	SKILLS AND QUALIFICATIONS • Industry Experience • HSE Experience • CEO Experience • Corporate Finance • Corporate Governance • Public Company Director Experience	• Strategic Planning • Capital Project Execution • International Operations • International Business • Mergers & Acquisitions

	OTHER CURRENT PUBLIC DIRECTORSHIPS • Halliburton Company (since 2021)	FORMER PUBLIC DIRECTORSHIPS • Union Pacific Corporation (2017-2021) (until May 2021 annual meeting)

	Corporate Governance Guidelines		Rules for the Board of Directors
	Articles of Association		Board Committee Charters
	Code of Conduct		Financial Code of Ethics
	Conflict Minerals Policy		Human Rights Policy
	Human Trafficking and Anti-Slavery Statement		Supplier Code of Conduct

\|	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 Compensation and Talent Development Committee, setting annual and long-term performance goals for the CEO and evaluating his performance
\|	Presiding at general meetings of shareholders
\|	Being available to meet with shareholders, when requested and as appropriate
\|	Supporting the Company’s strategic growth initiatives

Engagement of Independent Outside Consultant	In early 2020, the Nominating and Governance Committee engaged an independent outside consultant to lead the self-assessment process and facilitate individual director interviews. The same consultant also administered the Company’s 2017 assessment cycle, allowing for continuity and observations regarding improvement in Board processes and effectiveness over recent years.
Development and Approval of Evaluation Process and Topics	In September 2020, the Nominating and Governance Committee discussed and approved the overall process and timeline for the 2020 evaluation cycle, including one-on-one interviews with the consultant based on agreed interview and survey questions. The Chair of the Nominating and Governance Committee and the Company’s Chief Legal Officer worked with the consultant to develop suggested topics and questions for distribution to the individual Board members, which were approved by the Nominating and Governance Committee in November.
	The Board member interviews included an evaluation of each individual director’s contributions to the Board and its committees, including his or her availability and time commitment, communication, understanding of relevant business and regulatory issues and ESG issues and trends, and functional expertise, as well as topics related to the functioning of the Board and its committees as a whole (Board meetings, director training and education, and Board refreshment).
Distribution of Surveys and Interview Process	In late 2020, Board members participated in one-on-one interviews with the consultant. In parallel, senior executives provided their views of Board effectiveness and interactions with management through confidential interviews with the consultant.
Reporting and Board Review of Results	The independent consultant prepared a report with findings and suggestions to enhance Board effectiveness and best governance practices. The conclusions of that report, including feedback from senior executives, were discussed during the February 2021 Nominating and Governance Committee and Board meetings in executive sessions.
Response to Director Assessment	Policies and practices were evaluated based on the self-assessment results. Feedback from the process will also be used to refresh the evaluation process and adjust areas of focus for surveys used in 2021 and future assessments. The Nominating and Governance Committee intends to continue engaging third parties periodically in order to bring an outside perspective to the evaluation process.


BY EMAIL send an email to *CorporateSecretary@* *LyondellBasell.com*	BY MAIL LyondellBasell Industries N.V. c/o Corporate Secretary 4^th Floor, One Vine Street London W1J 0AH, United Kingdom

What We Do
	We believe in integrity, diversity, and fairness
	We focus on creating a work environment that is safe, respectful, and inspires employees to strive for excellence
	We believe in the "power of many" and place a strong emphasis on teamwork
	We reward performance based on personal, team, and company results
	We engage in open and ongoing dialogue with employees and their representatives to ensure a proper balance between the best interests of the Company and its employees
	We have a comprehensive Human Rights Policy, available on our website at www.LyondellBasell.com by clicking “Sustainability,” then “Report and Policy Library”

GLOBAL CHALLENGES

PLASTIC WASTE	CLIMATE CHANGE	THRIVING SOCIETY


OUR PILLARS

End plastic waste in the environment	Advance the circular economy	Address climate change	Grow sustainable solutions	Enhance our workplace, operations and communities



We believe that ending plastic waste in the environment is a critical issue of our time. We are committed to helping eliminate plastic waste and are engaged in collaborative efforts across the value-chain to direct action where it is needed most.	We believe that transitioning to a circular economy will reduce resource use and enable a more sustainable future. We are advancing technologies and innovations that will help conserve finite resources and retain their value for as long as possible.	We believe that climate change is one of the most important global challenges both now and for future generations. We support the ambitions of the Paris Agreement and are reducing greenhouse gas emissions intensity from our operations to deliver solutions that help advance a low-carbon economy.	We believe growing our portfolio of sustainable solutions will help address society’s most pressing challenges. By doing so, we will continue to reliably produce products and offer solutions that are critical to improving the quality of life for billions around the world.	We believe the health and safety of our people and the communities where we operate are our highest priorities. We are committed to operating our company sustainably to deliver industry-leading performance, and enhancing our workplace and communities through the power of many.

\|	Audit Committee
\|	Compensation and Talent Development Committee
\|	Nominating and Governance Committee
\|	HSE&O Committee
\|	Finance Committee
\|	Executive Committee

		Compensation &	Nominating &
Name	Audit	Talent Development	Governance	HSE&O	Finance	Executive
Jacques Aigrain			•		•
Lincoln Benet			•			•
Jeet Bindra	•					•
Robin Buchanan		•	•
Tony Chase⁽¹⁾	○	○
Stephen Cooper				•
Nance Dicciani					•	•
Bob Dudley⁽¹⁾				○	○
Claire Farley		•				•
Bella Goren⁽¹⁾	•	•
Michael Hanley				•		•
Albert Manifold	•			•	•
Bob Patel
2020 MEETINGS	5	4	4	4	7	0⁽²⁾

(1)	Mr. Chase’s and Mr. Dudley’s committee membership appointments will be effective upon their election to the Board at the Annual Meeting. Mr. Dudley will replace Mr. Manifold on the Finance Committee. Ms. Goren is not standing for re-election to the Board.

(2)	The Executive Committee meets on an as-needed basis to discuss coordination among the Board and its committees, collaborate on meeting agendas, and discuss ad-hoc issues. The Committee did not hold any meetings in 2020.