Governance Guidelines

TITANIUM METALS CORPORATION
CORPORATE GOVERNANCE GUIDELINES
Amended and Restated as of February 18, 2010

The board of directors (the "Board") of Titanium Metals Corporation, a Delaware corporation (the "Corporation"), has adopted these Corporate Governance Guidelines to assist the Board in exercising its responsibilities. These are only guidelines. Except where these guidelines reflect requirements of the New York Stock Exchange (the "NYSE") for listed companies, they are not intended nor shall they be interpreted to be rigid rules that govern the Board's activities. These guidelines are also not intended nor shall they be interpreted to modify or constitute an interpretation of the Delaware General Corporation Law, the Corporation's Certificate of Incorporation or By-Laws or any federal, state or local law or regulation.

I. Board of Directors – Membership and Organization
A.Director Qualification Guidelines and Independence Standards
The Nominations Committee of the Board is responsible for nominating candidates for election and re-election as directors. The Board has no specific minimum qualifications for director candidates. Board members should possess (i) the necessary business background, skills and expertise at the policy-making level and (ii) a willingness to devote the required time to the duties and responsibilities of Board membership.

The Board does not restrict directors from serving on boards or committees of other organizations, provided that such service does not interfere with their ability to satisfy their responsibilities for Board membership.

In determining the independence of a director, the Board will apply the requirements of the listing standards of the NYSE and other applicable laws or regulations that may be implemented from time to time.

The Board has not established a retirement age or term limits for directors. The Board believes that experience as a director of the Corporation is a valuable asset and that directors who have served on the Board for an extended period of time are able to provide important insight into the operations and future of the Corporation.

B. Board and Committee Structure
The Board determines from time to time the number of directors that comprises the Board within the limits prescribed by the Corporation's By-Laws. Directors serve for a one-year term and until their successors are elected.

In accordance with the Corporation's By-Laws, the Board may establish such committees as the Board deems appropriate. The Board currently has the following standing committees: Audit Committee, Nominating/Corporate Governance Committee and Management Development and Compensation Committee. Only directors who are "independent," as determined in accordance with the Corporate Governance Rules of the NYSE, may serve on the Audit Committee, Nominating/Corporate Governance Committee or Management Development and Compensation Committee. The operation and responsibilities of each of the standing committees of the Board are governed by the committee charter of each committee approved by the Board. All such charters will be posted on the Corporation's website, and print copies will be made available to stockholders upon request.

II. Director Responsibilities

A. Collective Responsibilities
The Board is responsible for the review and approval of the strategic direction and significant policies of the Corporation and the oversight and governance of the Corporation. Directors carry out this responsibility through individual preparation, group discussion and the exercise of their collective business judgment.

As part of its responsibility, the Board or a committee of the Board to which the task is delegated should review and, where required by applicable law, approve the following matters:

  • The selection of the Corporation's executive officers, including the Chairman of the Board and the Chief Executive Officer;
  • The Corporation's Annual Operating Plan;
  • The Corporation's quarterly and annual financial reports, proxy statements, any registration statements or other similar, material filings made by the Corporation with the Securities and Exchange Commission, and any other matters submitted to a vote of the Corporation's stockholders
  • Acquisitions, divestitures, investments, mergers and other strategic transactions involving the Corporation that are material to the Corporation and not in the ordinary course of its business; and
  • The evaluation of the performance of the Board and its committees.

In addition, the Board or a committee of the Board to which the task is delegated should monitor the Corporation's:

  • compliance with its Code of Business Conduct and Ethics, which includes compliance with applicable laws and regulations;
  • performance against the strategic and annual operating plans and related financial objectives developed by management; and
  • financial reporting, disclosure processes, internal controls and risk management practices.

B. Individual Responsibilities
Among other things, the Board expects each director:

  • to adhere to the Corporation's Code of Business Conduct and Ethics, and to inform the Chair of the Audit Committee of any actual or potential conflicts of interest involving any director that may arise;
  • to understand the Corporation's business and the market and regulatory environments in which it operates;
  • to regularly attend meetings of the Board and each committee on which a director serves; and
  • to review and understand the agenda and related materials provided to directors in preparation for Board and committee meetings.

 

C. Board Operations
The Board will meet regularly throughout the year at the intervals determined by the Chairman of the Board. Special meetings may be held in accordance with the By-Laws of the Corporation. The Chairman of the Board, with the assistance of the Corporation's management, will propose an agenda for each Board meeting. Each director may request items to be added to the agenda.

Committees of the Board will meet regularly throughout the year at the intervals determined by the chair of the respective committees. Special meetings may be held in accordance with the committees' respective charters or, in the absence of a committee charter, as deemed appropriate by the chair of the committee. The chair of each committee, with the assistance of the Corporation's management, will propose an agenda for each committee meeting. Each director serving on a committee may request items to be added to the agenda.

The Chief Executive Officer or such officer's designee will provide to each director reasonably detailed information about each item appearing on the agenda for each Board or committee meeting in advance of such meeting whenever practical.

III. Independent Director Meetings; Access to Management; Independent Advisors
The independent directors of the Corporation (as defined by the rules of the New York Stock Exchange) are entitled to meet on a regular basis throughout the year, and will meet at least once annually, without management participation. The chairman of the Audit Committee shall be the presiding director at all of these meetings.

Each director will have reasonable access to the Corporation's management, including the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Principal Accounting Officer and General Counsel (or persons performing the functions of any such offices). The Corporation's management will arrange for the Board's access to other officers or employees upon request.

The Board or any committee of the Board shall have the authority to engage such independent advisors as it determines to be necessary to carry out its duties.

IV. Director Compensation
The compensation the Corporation pays to its directors is determined under the Amended and Restated 1996 Non-Employee Director Compensation Plan, as amended from time to time, which is administered by the Board members who are "Ineligible Directors," as defined in the Amended and Restated 1996 Non-Employee Director Compensation Plan. The amount and nature of the compensation awards to be granted under this Plan are automatically determined under the provisions of this Plan, subject to the power of the Ineligible Directors to construe, determine all questions under and adopt and amend such rules and regulations for the administration of this Plan. The Ineligible Board members (except where approval of the Board is required by applicable law) may from time to time amend, suspend or discontinue this Plan, except that this Plan may not be amended without the consent of the stockholders of the Corporation to the extent such consent is required under Rule 16b-3 of the Securities Exchange Act of 1934, Section 162(m) of the Internal Revenue Code or under any requirement of any stock exchange or market quotation system on which the Corporation's common stock is then listed. Subject to the foregoing, the Board (or the Ineligible Directors, as may be appropriate or required) will evaluate whether the amount of such compensation that the Corporation pays its directors, in all forms, directly and indirectly (including charitable contributions, if any) would impair an independent director's ability to make decisions independent of the Corporation's management.

V. Intercorporate Services Agreements
From time to time, the Board will evaluate and vote upon any intercorporate services agreement between the Corporation and any of its affiliates, with the non-independent directors abstaining from such vote.

VI. Director Orientation and Continuing Education
The Corporation arranges for the initial orientation of a new director by providing the director copies of the Corporation's filings with the Securities and Exchange Commission and certain other materials, an overview of the Corporation's business and operations and meetings with the Corporation's management. Directors also receive periodic updates and presentations on matters relevant to their responsibilities at Board and committee meetings. The Corporation will also pay or reimburse the reasonable costs of any director's participation in continuing education seminars that are relevant to such directors' responsibilities as members of the Board.

VII. Management Succession
The Corporation's succession planning emphasizes the development of a skilled, experienced management team whose members are capable of sustaining the Corporation's operations in the event of succession in the ordinary course of business or in the case of unexpected events, including the resignation, retirement or unexpected disability or death of the Chief Executive Officer. In the event that the Chief Executive Officer can no longer serve the Corporation, the Corporation's senior management team would continue to operate the Corporation's business, and the Board would determine a suitable replacement.

VIII. Performance Evaluation of the Board and its Committees
Each year, the Board will evaluate the effectiveness of the Board and its committees The evaluation will be based, in part, on criteria determined to be appropriate by the Nominations Committee. The Nominations Committee is responsible for overseeing the evaluation process.

IX. Director Interaction with Stockholders and the Media
As a general rule, the Board believes that the Chairman of the Board, the Chief Executive Officer and other senior managers of the Corporation should speak for the Corporation. Non-management directors should speak for the Corporation only at the request of the Chairman of the Board or the Chief Executive Officer.

AMENDED AND RESTATED BY THE BOARD OF DIRECTORS OF TITANIUM METALS CORPORATION ON FEBRUARY 18, 2010.

/s/ Clarence B. Brown III
Clarence B. Brown III, Secretary