Chemours Co/The

Our climate change strategy is fully integrated into our business strategy and as such regularly reviewed and discussed via line management which ensures full awareness in the line. Additionally, the Chemours corporate responsibility leadership team (CRLT) supports the development and deployment of the Corporate Responsibility Commitments which include climate change. The CRLT brings the different business and functional leaders together in the company. This leadership team ensures that the company's direct and indirect activities are consistent with our overall climate change strategy. Communication structures across the company and within each business and function are effective to ensure a consistent and effective deployment of our strategy. This means that, when risks or opportunities emerge, in any of the jurisdictions where we have significant operations or other business interests, there is a governance structure in place to assess the situation and/or signal any improvements to be made in both our strategy and actions, as well as in our policy engagement.

Our climate change strategy is fully integrated into our business strategy and as such regularly reviewed and discussed via line management which ensures full awareness in the line. Additionally, the Chemours corporate responsibility leadership team (CRLT) supports the development and deployment of the Corporate Responsibility Commitments which include climate change. The CRLT brings the different business and functional leaders together in the company. This leadership team ensures that the company's direct and indirect activities are consistent with our overall climate change strategy. Communication structures across the company and within each business and function are effective to ensure a consistent and effective deployment of our strategy. This means that, when risks or opportunities emerge, in any of the jurisdictions where we have significant operations or other business interests, there is a governance structure in place to assess the situation and/or signal any improvements to be made in both our strategy and actions, as well as in our policy engagement.

The Audit Committee, with the assistance of independent counsel, conducted an internal review in the first quarter of 2024 arising from a report made to the Chemours Ethics Hotline, and its findings include that the Company's then CEO, CFO and Controller violated the Chemours Code of Ethics for those positions. The Company has made SEC filings and issued press releases related to the Audit Committee Internal Review. Chemours is cooperating with requests for information from the SEC and the United States Attorney's Office for the Southern District of New York concerning the results of the Audit Committee Internal Review and the Company's SEC filings and in June 2024 received a subpoena from the SEC. In March 2024, two putative class actions were filed in Delaware federal court against the Company and former officers of the Company alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5. The complaints allege claims on behalf of proposed classes of purchasers of Chemours stock beginning February 10, 2023 and ending February 28, 2024 and seek compensatory damages and fees. In September 2024, an Amended Complaint was filed, and the Company and former officers filed a motion to dismiss the Amended Complaint in October 2024. In April 2024, June 2024, July 2024, August 2024 and October 2024, the Company received seven stockholder demands for inspection of books and records under Section 220 of the General Corporation Law of the State of Delaware and the common law ("Section 220 Demand"), including in its purpose the investigation of possible wrongdoing, mismanagement or breach of fiduciary duties by the Board of Directors and/or senior management in connection with the compensation of executive officers and oversight over the Company's accounting practices. In addition, the Company is aware of additional efforts by private law firms to solicit clients in regard to potential securities class action or derivative litigation. Management believes that it is not possible at this time to reasonably assess the outcome of these matters or to estimate the loss or range of loss, if any, as the matters are in their early stages with significant issues to be resolved, including, for certain matters, whether a claim will be made. [...] The Company has indemnification and expense advancement obligations pursuant to its bylaws and indemnification agreements with respect to certain current and former members of senior management and the Company's directors. In connection with the Audit Committee Internal Review, and above litigation matters, the Company has received requests from former members of senior management under such indemnification agreements and its bylaws to provide advances of funds for legal fees and other expenses and expects additional requests in connection with the investigation and any future related litigation. The Company has incurred less than $1 and $1 of costs for these indemnification agreement requests during the three and nine months ended September 30, 2024, respectively. These costs have been recorded within Selling, general, and administrative expense. The Company has not recorded any material liabilities for these matters as of September 30, 2024 and December 31, 2023 as it cannot estimate the ultimate outcome at this time.

Chemours is active in public forums and a valuable partner to inform many public policy processes at the international, national, state, and local levels. Examples of current advocacy focus areas include: » Supporting the phase-down of hydrofluorocarbons through the Kigali Amendment to the Montreal Protocol and the American Innovation and Manufacturing Act » Engaging on the E.U. Green Deal and specifically the Chemicals Strategy for Sustainability element of the zero-pollution target » Supporting science-based per- and polyfluoroalkyl substances segmentation and regulatory decisions, including promotion of responsible manufacturing principles for fluoropolymers » Informing chemical control laws on the use of science-based risk assessments and risk management options » Supporting the development of standardized practices for evaluating contributions to the UN SDGs » Accelerating the adoption of NAMs for use in human health risk assessments [...] Our internal and external auditing program incorporates regulatory compliance and the safety of our products for people and the environment. Audit results are used to: » Confirm/demonstrate product compliance with appropriate laws and regulations » Identify and address potential business risks or improvement opportunities regarding organizational performance and capabilities » Identify potential gaps or improvement opportunities with respect to conformance with internal company policies, standards, and work processes Chemours uses third-party verification of enterprise corporate systems, which includes product sustainability, to evaluate system effectiveness and identify opportunities for improvement. We track improvement opportunities through completion to ensure we meet expectations and commitments. Our PSMS effectiveness is evaluated as part of our headquarters' RC 14001 EHS and security technical specification audits.

The Chemours Company Board of Directors has active responsibility for and oversees broad corporate policy and overall company performance. Because environmental, social, and governance (ESG) matters are integral to our growth and long-term success, we believe that a two-tiered level of oversight provides the best avenue to integrate ESG risks and opportunities into our overall business strategy and helps us meet the changing demands of all our stakeholders—customers, partners, investors, employees, and communities. Our full board is responsible for the oversight of our sustainability strategy, standards, goals, and performance. The board has three committees: ❱ The Nominating and Corporate Governance Committee is responsible for the oversight of our policies, processes, performance metrics, and reporting in the area of sustainability, including ESG matters. ❱ The Audit Committee is responsible for oversight of the enterprise risk management (ERM) framework and cybersecurity risks. ❱ The Compensation and Leadership Development Committee has oversight of a range of human capital management activities related to the effective recruitment, development, and retention of the diverse talent necessary to support our long-term success. The board and its committees receive regular updates from senior management on environmental, social, and economic risks and opportunities, including climate; water; environment, health, and safety (EHS); social issues; regulatory actions; and product stewardship. The full board reviews proposed corporate transactions and overall corporate strategy, with input from management on ESG risks and opportunities. Under board oversight, senior management continues to execute on our Corporate Responsibility Commitment (CRC) goals, which focus on four key pillars—Innovation and Sustainable Solutions, Environmental Leadership, Community Impact, and Greatest Place to Work for All. With the board's guidance, we developed, and are advancing, progress on goals for climate change, water stewardship, waste management, diversity and inclusion, vibrant communities, safety, product sustainability, and sustainable sourcing. [...] The CET operationalizes governance of ESG matters through the Corporate Responsibility Leadership Team (CRLT), a cross-functional team comprising senior leaders from our four business segments and major corporate functions. Together, the president and CEO and CET are dedicated to accelerating our sustainability journey—growing our company by driving a sustainable portfolio, effectively managing all our resources, and enhancing social and environmental value. Led by the chief sustainability officer, the CRLT meets bi-monthly to: ❱ Develop our CRC purpose, strategy, standards, and goals ❱ Stay current on emerging economic, social, and environmental trends ❱ Identify and assess economic, social, and environmental risks and opportunities, including human rights, anti-corruption, climate change, and resource management ❱ Drive the implementation of our CRC program and make recommendations for short-, mid-, and long‑term action ❱ Ensure continued progress is made toward achieving the 2030 CRC goals ❱ Track and report our progress to the board, Chemours employees, and external stakeholders For each of our 2030 CRC goals, we set a leadership structure that includes a CRLT sponsor who is accountable for goal strategy, execution, and resource allocation; a goal leader who is responsible for achieving the goal; and a team of cross‑functional subject-matter experts. The goal leaders with their teams are responsible for developing the enterprise-wide plans to achieve their goal, establishing performance metrics, tracking and reporting progress to the CRLT, and working with our business segments to identify and pursue short-term and mid-term opportunities to achieve our 2030 CRC goals. Additionally, each goal leader supports business team leaders in establishing business-specific plans and/or teams for meeting business-level, annual CRC performance targets. Ultimately, business and function leadership, with assistance from the goal leaders, is accountable for successful goal program execution.

Describe the process(es) your organization has in place to ensure that your engagement activities are consistent with your overall climate change strategy[…]Our climate change strategy is fully integrated into our business strategy and as such regularly reviewed and discussed via line management which ensures full awareness in the line. Additionally, the Chemours corporate responsibility leadership team (CRLT) supports the development and deployment of the Corporate Responsibility Commitments which include climate change. The CRLT brings the different business and functional leaders together in the company. This leadership team ensures that the company's direct and indirect activities are consistent with our overall climate change strategy. Communication structures across the company and within each business and function are effective to ensure a consistent and effective deployment of our strategy. This means that, when risks or opportunities emerge, in any of the jurisdictions where we have significant operations or other business interests, there is a governance structure in place to assess the situation and/or signal any improvements to be made in both our strategy and actions, as well as in our policy engagement.

Does your organization have a public commitment or position statement to conduct your engagement activities in line with the goals of the Paris Agreement?[…]Yes