Chemours Co

Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance that the information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the U.S. Securities and Exchange Commission ("SEC"). These controls and procedures also provide reasonable assurance that information required to be disclosed in such reports is accumulated and communicated to management, including our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), to allow timely decisions regarding required disclosures.

Our CEO and CFO, together with management, conducted an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on that evaluation, the CEO and CFO have concluded that these disclosure controls and procedures are effective at the reasonable assurance level as of December 31, 2024.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that:

(i)

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(ii)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and,

(iii)

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, uses, or dispositions of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 using the criteria set forth in the Internal Control – Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO Framework”).

Management completed an evaluation of our internal control over financial reporting and concluded that our internal control over financial reporting was effective as of December 31, 2024.

The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in Part IV, Item 15 of this Annual Report on Form 10-K starting on page F-2.

Previously Identified Material Weaknesses

Management previously disclosed in our 2023 Annual Report and our Quarterly Reports in 2024 the following control deficiencies that constituted material weaknesses in our internal control over financial reporting:

We did not design and maintain an effective control environment as senior management failed to set an appropriate tone at the top resulting in a material weakness. Specifically, among other things, there was a lack of transparency with the Company’s board of directors by former senior management regarding efforts to delay payments to certain vendors and to accelerate the collection of receivables, and that these individuals engaged in these efforts in part to meet free cash flow targets that the Company had communicated publicly, and which also would be a part of a key metric for determining incentive compensation applicable to both executive officers and to employees. As a result, it was concluded that former senior management violated the Company’s “Code of Ethics applicable to the Chief Executive Officer, the Chief Financial Officer, and the Controller”. The ineffective control environment contributed to the following additional material weaknesses.

We did not design and maintain effective controls related to the information and communication component of the COSO Framework, and principles of internally communicating information, including objectives and responsibilities for internal control, necessary to support the functioning of internal control. Specifically, the Company did not design and maintain effective controls to ensure appropriate communication between certain functions within the Company, including (i) the identification and communication of certain contractual arrangements and (ii) communication of business developments which impact key assumptions used in the goodwill impairment assessment. This material weakness related to information and communication contributed to an additional material weakness in that we did not design and maintain effective controls regarding the evaluation and escalation of reports made through the Chemours Ethics Hotline, including controls regarding the escalation of certain reports to the General Counsel and Chair of the Audit Committee.

Additionally, we did not design and maintain effective controls to prevent or timely detect unauthorized changes to our vendor master files in order to prevent unauthorized cash disbursements.

Remediation of Previously Identified Material Weaknesses

We established a Project Management Office (“PMO”) to monitor progress towards remediation and also engaged external legal, accounting, financial and other consulting, and professional services firms to assist senior management in the development and execution of a comprehensive remediation program. Management developed a comprehensive workplan for remediation of the material weaknesses, described in the detail below.

As previously disclosed in Item 4 of the Company’s Form 10-Q as of September 30, 2024, the Company implemented remediation measures and had sufficient time to test the operating effectiveness and remediated the material weaknesses identified in the Company’s internal control over financial reporting related to ethics and compliance reporting and vendor master files.

Material Weaknesses Remediated as of December 31, 2024:

Tone at the Top

With respect to designing and maintaining effective controls related to setting an appropriate tone at the top, as a result of the findings of the Audit Committee’s Internal Review, the Company reassessed and redesigned certain elements of its processes and procedures and has taken certain actions in the following areas: executive leadership actions and removal; enhancement of tone at the top; enterprise-wide values articulation and training reinforcement; and Board of Directors involvement/initiatives. On February 28, 2024, our board of directors placed former President and Chief Executive Officer, former Senior Vice President and Chief Financial Officer and Vice President, Controller and Principal Accounting Officer on administrative leave. On February 28, 2024, our board of directors appointed Denise Dignam as Interim Chief Executive Officer and Matthew Abbott as Interim Chief Financial Officer (principal financial and accounting officer), and subsequently appointed Denise Dignam as President and Chief Executive Officer on March 22, 2024. On June 5, 2024, the Company announced it had appointed Shane Hostetter as Chief Financial Officer (principal financial and accounting officer), effective July 1, 2024. On July 25, 2024, the Company announced it had appointed David Will as Chief Accounting Officer and Controller (principal accounting officer), effective August 12, 2024. Additionally, the Company made other new appointments to senior management to set an appropriate tone at the top environment.

During 2024, senior leadership has held multiple all employee meetings, including holding global town halls immediately following the issuance of the Company's 2023 Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Additionally, senior leadership has disseminated company-wide and team-specific communications to explain the material weaknesses, extract key learnings for leaders, and emphasize our commitment to our core values, specifically integrity. During 2024, the Company executed a refresh of our corporate values and continued to disseminate company-wide and team-specific communications to emphasize our commitment to our core values. The Company adopted a working capital policy, which included quarterly reporting to the Audit Committee of the Board of Directors on present working capital strategies and the results of those strategies.

During the quarter ended March 31, 2024, the Company provided updated training on internal control over financial reporting and requirements under the Sarbanes-Oxley Act of 2002, including training courses on applicable federal securities laws for senior management, and training courses on ethics for finance professionals. The Company completed a company-wide ethics & compliance survey to inform us of our continued efforts in advancing our culture of ethics and compliance. Further, during the quarter ended September 30, 2024, the Company reinforced its expectation of ethical business practices via the annual, company-wide ethics & compliance training to educate executives and employees on our code of conduct, certify compliance, and outline the specific behaviors expected to fulfill our integrity core value. Additionally, the Compensation Committee has revised key metrics used in the determination of executive and employees' incentive compensation starting in 2024, to move away from working capital metrics and to use updated cash flow metrics to include average monthly outcomes over the performance period rather than being measured at a fiscal year end.

During the quarter ended December 31, 2024, the Company monitored the effectiveness of the efforts taken related to tone at the top during the year through periodic pulse surveys to the organization.

Through the efforts described above, the Company was able to implement its plan during 2024 to remediate the previously identified material weakness related to tone at the top and determine that the tone at the top was operating effectively as of December 31, 2024.

Information and Communication

With respect to designing and maintaining effective controls related to the information and communication component of the COSO Framework, the Company has enhanced its policies, procedures, workflows, and training as it relates to the controls over information and communication sharing, in addition to the broader based tone at the top enhancements discussed above. The Company enhanced our controls, policies, procedures, and training as it relates to timely and accurate communication and information sharing across multiple functions and the Controller’s organization, including enhancing key controls concerning information communicated and used in determining the accounting for significant transactions, contracting, and business developments which impact key assumptions used in the goodwill impairment assessment.

The Company provided additional training for employees and members of management, specifically in accounting, finance, business units and legal, to ensure that relevant information is appropriately communicated to personnel involved in the preparation of our consolidated financial statements or related disclosures. Additionally, trainings were conducted for employees regarding the importance of the Company establishing and maintaining effective internal control over financial reporting and disclosure controls and procedures, for information to be appropriately communicated to all relevant personnel involved in the preparation of our financial statements and disclosures.

During the quarter ended March 31, 2024, the Company enhanced our internal management representation letter process which serves as a mechanism for internal information sharing and supports, in part, our CEO’s and CFO’s certifications and accuracy of our financial statements. The Company has also provided mandatory training to respondents to facilitate the receipt of complete and accurate information. The Company enhanced our Disclosure Committee process to include further representation on the Committee across the organization and increase the frequency of Disclosure Committee meetings.

Additionally, the Company enhanced our policies and protocols related to working capital management practices, including enhancing our communication of working capital management practices to our board of directors. The Company also enhanced our process around the verification of physical assets including enhancing communication of changes in the existence, operating status or impairment assessment of physical assets.

As of December 31, 2024, the remediation measures described above have been implemented and we have had sufficient time to validate the operating effectiveness and remediate the material weakness noted above and, as such, the material weakness identified in the Company’s internal control over financial reporting related to information and communication has been remediated.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.