Robin Buchanan
LyondellBasell IndustriesAbout Robin Buchanan
Robin Buchanan, 73, is a British independent non-executive director of LyondellBasell (LYB) since 2011 (14 years of service) and serves on the Health, Safety, Environmental & Sustainability (HSE&S) Committee and the Nominating & Governance (Nom-Gov) Committee . He is a Chartered Accountant (FCA) with an MBA (High Distinction) from Harvard Business School, and his background includes senior leadership and board roles across strategy, governance, and M&A in chemicals and energy sectors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| London Business School | Dean and President | Not disclosed | Leadership in management education and governance |
| PageGroup plc | Chairman | Not disclosed | Oversight of global specialist recruitment company |
| Schroders plc | Director | 2010–2019 | Board experience at global asset manager |
| Cicap Ltd (global PE firm) | Director | Not disclosed | Private equity board advisory experience |
| Bain & Company Inc. | Director; Managing Partner (UK); Senior Partner (UK & South Africa) | Not disclosed | Strategy, acquisitions, leadership, board effectiveness |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Access Industries | Advisor; Non-Executive Chairman of Advisory Board | Until Aug 2023 | Relationship ended in 2023; previously advisory to major LYB shareholder affiliate |
| Current public company boards | None | — | Other Public Boards: 0 |
Board Governance
- Independence: The Board determined in Feb 2025 that all non-executive directors, including Buchanan, are independent under NYSE rules; categorical standards exceed NYSE where applicable and no relationships or transactions impair independence .
- Committee memberships: HSE&S Committee member and Nom-Gov Committee member .
- Attendance: 2024 Board/committee average attendance was 96%, and each current director attended >80% of meetings; HSE&S Committee held 5 meetings (aggregate committee attendance 92%); Nom-Gov held 4 meetings (aggregate committee attendance 100%) .
- Executive sessions occur at each regularly scheduled Board and Committee meeting; independent Chair leads Board sessions .
- Governance structure: Independent Chair (not CEO); annual elections; robust evaluations and refreshment; Board oversight spans strategy, risk, HSE&S, cyber, capital allocation .
| Committee | Role | 2024 Meetings | Committee Attendance (aggregate) | Responsibilities Highlights |
|---|---|---|---|---|
| HSE&S | Member | 5 | 92% | Oversees safety, environmental and sustainability performance, climate initiatives, ESG disclosure, and HSE audit program |
| Nominating & Governance | Member | 4 | 100% | Board refreshment, director nominations, governance policies, ESG profile coordination with HSE&S |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $135,000 | Comprised of Board member retainer ($115,000) and committee member retainers ($10,000 per committee) |
| All other compensation | — | No travel or tax prep benefits recorded for Buchanan in 2024 (table shows “–”) |
Director compensation policy (non-executive): Board member cash retainer $115,000; RSUs $170,000; committee chair/member retainers vary (e.g., HSE&S chair $27,500; HSE&S member $10,000); travel stipend $5,000 per intercontinental trip. No increases to board retainers since 2014 (except Chair in 2018; HSE&S Chair aligned in 2023) .
Performance Compensation
| Award Type | Grant Units (2024) | Grant Date Fair Value | Grant Timing | Vesting | Dividend Equivalents |
|---|---|---|---|---|---|
| RSUs | 1,692 | $164,835 | Made in conjunction with the Board’s regularly scheduled May meeting | Vest one year from grant | Cash dividend equivalents when LYB pays dividends |
- Outstanding stock awards for non-executive directors at 2024 year-end are limited to these RSU grants (no director stock options outstanding) .
- LYB uses time-based RSUs for directors; no director performance metrics (TSR/FCF) apply to director equity awards, which are reserved for executives .
Other Directorships & Interlocks
| Entity | Relationship | Exposure/Transactions | Notes |
|---|---|---|---|
| Access Industries (≥18%–20.2% holder via affiliates) | Nomination agreement grants rights to nominate directors; Access nominated Buchanan, Benet, Kamsky | Significant shareholder; governance “comply-or-explain” approach applies NYSE independence standards | Board applies NYSE independence; determined no impairment of independence; Dutch Code differences explained |
| Calpine Corporation (Access minority investment) | Supplies power/steam to LYB Houston refinery; LYB sells excess gas/water | 2024: LYB purchased ~$46.5M and sold ~$12.7M; Audit Committee approved as arm’s-length, favorable terms | Transactions reviewed and approved; amounts considered fair; oversight in place |
| Other director-affiliated organizations | Ordinary course transactions | Payments below greater of $1M or 2% of counterparty revenues; no director involvement | Considered in independence assessment; no material interests or compensation to directors |
Expertise & Qualifications
- Industry experience in chemicals/energy; corporate strategy; M&A; corporate finance; governance; risk management; corporate accounting; international operations; leadership development; human capital management; executive management; public company director experience .
Equity Ownership
| Holder | Shares Owned | RSUs Vesting Within 60 Days | Options Exercisable (60 days) |
|---|---|---|---|
| Robin Buchanan | 16,482 | 1,692 | — |
- Director share ownership guidelines: Must hold shares valued ≥6x annual cash retainer ($690,000); cannot sell until threshold is met; RSUs count at 50% net of anticipated taxes; Chair has higher threshold ($1,950,000) .
- Hedging/pledging prohibited for directors and immediate family; includes options, short sales, margin accounts .
Governance Assessment
- Strengths: Long-serving independent director with deep strategy/M&A/governance credentials; current committee work squarely in HSE&S and Nom-Gov—areas critical for sustainability and board effectiveness; Board’s average attendance high (96%) with Buchanan meeting >80% threshold; committee-level attendance robust in Nom-Gov (100%) and strong in HSE&S (92%) .
- Alignment: Director pay unchanged since 2014 (except specific chair adjustments); mix of cash plus annual RSUs with one-year vesting supports alignment; stringent ownership guidelines and anti-hedging/pledging policy reinforce skin-in-the-game .
- Conflicts: Prior advisory role at Access Industries and Access nomination rights present potential perceived conflict; mitigated by formal independence determinations, categorical standards, and Related Party Transaction oversight; 2024 Calpine transactions reviewed and approved as arm’s-length .
- Red flags: Minor Section 16(a) administrative delinquency—late report for fractional share sale by third-party broker; Form 5 filed in Jan 2025; no short-swing profits realized .
- Investor confidence context: Executive compensation received ~98% say-on-pay support in 2024; Board maintains active shareholder engagement and robust governance processes (self-assessments, executive sessions, independent chair) .
Overall, Buchanan’s profile suggests effective board oversight contributions in HSE&S and governance, with independence and alignment policies mitigating perceived Access-related conflicts; attendance and role focus support investor confidence .