Overview

The Lubrizol Corporation has a history of maintaining good corporate governance practices. Some examples of our history of good practices include:

• For more than 20 years, Lubrizol’s Board has consisted of at least 75% non-employee directors and only non-employee directors have been members of the key Board Committees.
• For more than 10 years, our outside Board members have met regularly without management present and the Chair of the Organization and Compensation Committee has acted as the lead director.
• For more than 15 years, we have had written Board of Directors Governance Guidelines, and in 2000 we first published them verbatim in our proxy statement, long before the law required their publication.
• Since the founding of the Company, ethics has been a cornerstone for our success. Our current Ethics program has been in existence since 1994 and our Chief Ethics Officer regularly has provided reports to the Audit Committee. In recent days, we have been asked to make presentations to numerous entities including public companies and educational and governmental institutions on our Ethics program.

We are proud of our history of good corporate governance practices and consider these practices not only good for our shareholders, but also for our employees, customers and suppliers.