KRONOS WORLDWIDE INC
For the period ended May 15, 2024. Filed Mar 26, 2024.
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May 15, 2024 · Filed Mar 26, 2024
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Contents
IT Data Services Program
IT Data Services Program. We and Contran participate in a combined information technology data services program that Contran provides from off-site centers for failover and primary data processing. The program’s costs are apportioned among us and Contran. We paid Contran $0.4 million for such services in 2023. We expect that this relationship with Contran will continue in 2024.
In February 2023, our management made a presentation to our audit committee regarding our participation in the combined IT data services program. Among other things during such presentation, the committee was informed of the following (in addition to the matters described above):
| ● | the third-party cost of the IT data services program is passed through to the companies participating in the IT data services program, including us, without markup; |
| ● | such third-party cost is allocated to the companies participating in the IT data services program, including us, based on the data hardware occupied and the communication bandwidth required by each of the companies participating in the IT data services program; |
| ● | the site made available to us under the IT data services program is sufficient and adequate for our purposes; and |
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| ● | the benefits to our participating in the IT data services program include, among others, the ability to share in the cost of a third-party, off-site data centers at a reduced cost as compared to the cost to be incurred if we were to obtain a third-party, off-site data centers by ourselves, as well as the shared administration of the third-party, off-site data centers as compared to the cost of administering such a sites by ourselves. |
As part of such presentation, our chief financial officer, after consultation with other members of our management, advised the committee of his belief that our participation in the IT data services program, including the allocation of its costs among us and Contran, is fair and reasonable to us, and is on terms no less favorable than we could otherwise obtain from unrelated parties, and provided the committee with his recommendation that the committee approve, adopt and ratify our participation in the IT data services program in all respects.
After considering the information contained in the presentation, including the recommendation of our chief financial officer, and following further discussion and review by the audit committee, our audit committee determined that our participation in the IT data services program is fair and reasonable to us, and is on terms no less favorable than we could otherwise obtain from unrelated parties, in each case based on the collective business judgment and experience of members of the committee, and the committee approved, adopted and ratified our participation in the IT data services program in all respects.
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