EXHIBIT 14
DELPHI
FOUNDATION FOR EXCELLENCE
A GUIDE TO REPRESENTING DELPHI WITH INTEGRITY
December 15, 2004
.
.
.
"WE ARE WHAT WE REPEATEDLY DO.
EXCELLENCE THEN, IS NOT AN ACT, BUT A HABIT."
--ARISTOTLE
FOUNDATION FOR EXCELLENCE
TABLE OF CONTENTS
A MESSAGE FROM J.T. BATTENBERG III................... 3
INTRODUCTION......................................... 4
THE DELPHI PRINCIPLES................................ 4
PERSONAL INTEGRITY................................... 4
Complying with the Law
EXCELLENCE IN THE WORKPLACE.......................... 5
Managing Diversity
Health & Safety Policy
Conflicts of Interest
Protecting Corporate Property
Accurate Information, Records & Communications
Responding to Legal Investigations
Information Requests
Communicating with the Media
Internet/Intranet Usage
Internet Chat Rooms
EXCELLENCE IN THE MARKETPLACE........................ 8
Product & Service Quality
Fair Competition
Suppliers & Fair Treatment
Honest Communications
Gifts & Entertainment
EXCELLENCE IN SOCIETY & OUR COMMUNITIES.............. 11
Avoiding Improper Payments
Import/Export Controls
Delphi Insider Trading Policy
Corporate Citizenship
Environmental Principles
RECOMMENDED STEPS.................................... 13
December 15, 2004 Page 2 of 15
DELPHI
Dear Colleagues,
Delphi has established a culture based on the Principles and Absolutes of
Excellence, a culture encompassing passion, creativity and common business
processes. It is a culture that brings us together as a team, and makes each of
us responsible for examining our own actions, to ensure that we represent Delphi
with excellence.
Achieving our vision -- to be recognized by our customers as their best supplier
- -- can only be achieved through consideration, fairness and dignity in all that
we do. Each of us represents the entire Delphi organization. As we conduct our
business, we need to respect the people and environments in which we work.
Foundation for Excellence is our guide to achieve that vision. I encourage you
to read this document thoroughly, while keeping in mind that the guidelines
cover a wide range of Delphi's business processes. It is important that we all
understand them in order to support our fellow colleagues and our corporate
vision. Following these policies and guidelines will help make Delphi an
excellent company to work with, both for our customers and all of us.
Regards,
J.T. Battenberg III
Chairman, CEO
and President
Delphi Corporation
December 15, 2004 Page 3 of 15
INTRODUCTION
The Delphi Foundation for Excellence covers a wide range of business practices
and procedures. While it does not cover every issue that may arise, it does
state basic principles to guide employees and directors of Delphi Corporation
(together with its affiliates and subsidiaries, the "Company" or "Delphi").
Employees and directors must conduct themselves accordingly and seek to avoid
even the appearance of improper behavior. Collectively we are the corporation
and it is our joint responsibility to encourage and support each member of the
Delphi team to act in accordance with these principles and policies. When
someone compromises these principles, they risk damaging not only their own
integrity and reputation but also the collective integrity and reputation of
Delphi and those who do so will be subject to appropriate action. Any person in
a situation that he or she believes may violate or lead to a violation of these
principles should follow the guidelines described under "Recommended Steps."
THE DELPHI PRINCIPLES
CUSTOMER ENTHUSIASM Our customers' interests always come first.
We are committed to products, services,
business practices and an attitude that
creates customer enthusiasm. This is the
foundation of our security.
TRUST IN RELATIONSHIPS We expect our people to build and maintain a
foundation of trust and respect in
everything they do.
INTEGRITY We are dedicated to complying fully with the
letter and spirit of the laws, regulations
and ethical principles that govern us. We
will protect all confidential information we
receive from our customers or business
partners.
RESPONSIBILITY TO SOCIETY We hold ourselves accountable to the highest
standards of conduct relative to our
broadest corporate responsibilities to
society as a whole. We will strive to build
and maintain effective relationships with
the communities and institutions with which
we interact.
DEDICATION TO EXCELLENCE We are determined to achieve EXCELLENCE in
everything we do. Our future success depends
on uncompromising adherence to our vision
and the absolutes of EXCELLENCE.
For more information about Excellence visit Delphi's employee home page, at
http://apollo.delphi.com/excellence/.
PERSONAL INTEGRITY
INTEGRITY -- WE ARE DEDICATED TO COMPLYING FULLY WITH THE LETTER AND SPIRIT OF
THE LAWS, REGULATIONS AND ETHICAL PRINCIPLES THAT GOVERN US. WE WILL PROTECT ALL
CONFIDENTIAL INFORMATION WE RECEIVE FROM OUR CUSTOMERS OR BUSINESS PARTNERS.
Integrity begins with each of us -- the judgments and decisions that we make as
individuals.
How do we define personal integrity? First, it means exemplifying the Principles
and Absolutes of Excellence in our own conduct and complying with Delphi
policies, even when we may not agree with them. In a global enterprise,
legitimate differences of opinion may arise as to the appropriateness of the
corporate policies across worldwide operations.
While such differences are understandable, and can lead to a healthy discussion
of choices, they do not excuse us from observing the existing policies. We are
always welcome to voice our concerns and to request exceptions for special
circumstances through appropriate leadership when warranted. However, any waiver
of these guidelines for executive officers or directors may be made only by the
Board of Directors or the Corporate Governance and Public Issues
December 15, 2004 Page 4 of 15
Committee of the Board of Directors and will be promptly disclosed as required
by law or stock exchange listing requirements. It is important that we use our
judgment not only to consider the precise meaning of our stated values or
policies, but also the spirit and intended purpose of them as we make these
choices.
Second, it means we have a responsibility to voice concerns when we believe
Delphi or fellow employees are acting contrary to existing policies.
Collectively, we are the corporation, and the actions of one individual can
damage the reputation of all. Employees are encouraged to talk to their
supervisor, Human Resources representative, or any member of management about
observed illegal or unethical behavior (including concerns regarding
questionable accounting or auditing matters) and when in doubt about the best
course of action in a particular situation. There will be no retaliation for
reports of misconduct by others made in good faith by employees. Alternatively,
we can bring our concerns to functional experts such as the Legal Staff, Audit
Staff, Security or Human Resources. We also have available the EthicsLine to
access the telephone numbers for many countries, e-mailing to
https://www.tninc.eom/webreport, or writing to Delphi EthicsLine, The Network,
Inc., 333 Research Ct., Norcross, GA 30092 USA, Attn: Delphi for employees who
are uncomfortable discussing their concerns with their leadership.
COMPLYING WITH THE LAW
In order to comply with the law, we must know the law. For many of us, this
means we will need advice or training from experts to understand our
responsibilities. Common sense, our conscience and good intentions are not
always enough. At a minimum, we must learn enough about the laws that affect
what we do to spot potential issues and then follow through to get answers about
the right way to proceed.
Complying with the law requires more than knowledge, it requires action. This
takes a high degree of cooperation and communication -- the essential elements
of teamwork. As a member of the team, if someone thinks some aspect of Delphi's
business may be in violation of the law they should raise the issue with their
supervisor, Human Resources representative, any member of management or the
Legal Staff.
The worst thing we can do is to ignore or try to cover up a potential problem
and allow it to grow more severe over time. Each of us must also follow the
procedures established by the Company's Audit Committee of the Board of
Directors relating to the receipt, retention and treatment of complaints
received regarding accounting, internal accounting controls or auditing matters
of the Company.
EXCELLENCE IN THE WORKPLACE
TRUST IN RELATIONSHIPS -- WE EXPECT OUR PEOPLE TO BUILD AND MAINTAIN A
FOUNDATION OF TRUST AND RESPECT IN EVERYTHING WE DO.
MANAGING DIVERSITY
Delphi values its diverse, dedicated global workforce that is committed to
Excellence and a culture where individual strengths, combined with teamwork, are
a recognized source of our mutual success. As a leader in automotive components,
systems and modules, we draw on the unique background of each employee to offer
new perspectives and solutions as we strive to be our customers' best supplier.
We believe that attracting and retaining qualified talent is vital to Delphi's
continued success. Delphi has an ongoing commitment to diversity, equal
opportunity, and non-discrimination. Opportunities are extended to qualified
applicants and employees on a non-discriminatory basis. The organization is
enriched through the representation of diverse experiences, backgrounds,
ethnicity, lifestyles, cultural orientation and beliefs. Reasonable
accommodations are made for the physically challenged and persons with
disabilities.
Consistent with the above philosophy, Delphi is dedicated to creating a
workplace environment that enables every team member to contribute fully. It is
our policy to comply with applicable employment laws wherever we conduct
business. It is every employee's responsibility to act in a manner that supports
this policy and to maintain the workplace environment free from all
discrimination, hostility and harassment, including sexual harassment.
December 15, 2004 Page 5 of 15
Supervisors and managers are held accountable to prevent discrimination and to
support equity in addressing employee concerns and/or complaints. Delphi will
not tolerate behavior that is inconsistent with this policy and will take
appropriate action to prevent such behavior from occurring.
Full support of the corporation's policy on diversity and equal opportunity
along with the necessary efforts to ensure that all recruitment, employment,
training, promotions and other personnel actions comply with these principles is
essential. This policy reflects our belief that a capable and committed
workforce perpetuates Delphi's creativity, innovation, growth and success.
HEALTH & SAFETY POLICY
Delphi is committed to protecting the health and safety of each employee as our
overriding priority. We believe that all occupational injuries and illnesses are
preventable. There will be no compromise of an individual's well-being in
anything we do. The implementation of actions to help our employees realize a
healthy, injury-free environment is a leadership responsibility. Continuing
support of this effort is the responsibility of everyone. We will lead the
Delphi team to ensure that we protect the well-being of every member.
CONFLICTS OF INTEREST
For us to help Delphi earn and maintain its reputation as a company that
conducts business with the utmost integrity, all of us, directors and employees,
must avoid actions or relationships that might conflict or even appear to
conflict with our job responsibilities or Delphi's interests.
A conflict of interest is an obligation to or relationship with any person or
organization that competes or does business with Delphi, that could affect an
employee's or director's judgment in fulfilling his or her responsibilities to
Delphi to make business decisions solely in the best interests of the
corporation and without regard to personal gain. Conflicts of interest may also
arise when an employee or director or a member of an employee's or director's
immediate family benefits, or even appears to benefit, from a Delphi business
arrangement. The appearance of a conflict can be just as damaging to reputations
as an actual conflict of interest.
Examples of potential conflicts of interest include:
- Investing in a supplier, customer or competitor
- Accepting services or receiving payment from a supplier, customer or
competitor
- Having close family members who work for suppliers, customers or
competitors
- Working outside Delphi without department director approval
Occasionally conflicts of interest may arise through involvement in public
service or charitable activities, such as holding public office or involvement
in charitable organizations. Before accepting such responsibilities, we need to
familiarize ourselves with the extent to which Delphi has interests or business
affected by our involvement, and ensure that no corporate assets, including the
Delphi name, are used or referred to in connection with such activities.
Outside employment can also create conflicts of interest. Employees are expected
to devote their full time and attention to their work during regular business
hours and for whatever additional time may be required.
Delphi expects all employees to disclose promptly any situation that could
result in an actual or potential conflict of interest. If we are not sure the
situation creates a conflict, we should seek the help of our supervisor or Human
Resources contact person.
All directors must disclose promptly to the Chairman of the Board of Directors
any situation that could result in an actual or potential conflict of interest.
This includes the existence of any relationship between a director or any member
of his immediate family and any person or entity with which the Company has or
proposes to enter into a business or contractual relationship.
December 15, 2004 Page 6 of 15
No employee or director may accept compensation (in any form) for services
performed for the Company from any source other than the Company without the
prior approval of the Company's Board of Directors.
PROTECTING CORPORATE PROPERTY
We have an obligation to safeguard corporate assets by ensuring they are
properly maintained and used to further Delphi business interests. We should
always consider whether our decision to use or commit a resource is in the best
business interest of the corporation. Theft, carelessness, and waste have a
direct impact on Delphi's profitability. Any suspected incident of fraud or
theft should be immediately reported for investigation.
Business assets should not be used for personal reasons. However, situations may
arise where infrequent and limited personal use is acceptable. When such
situations arise, use sound judgment, common sense and discuss the issue with
your manager if there are doubts about the appropriateness of the use.
Employees and directors are expected to advance the Company's legitimate
interests when the opportunity to do so arises. No employee or director may use
corporate property, information, or position for improper personal gain, and no
employee or director may compete with the Company directly or indirectly without
the consent of the Company's Board of Directors.
ACCURATE INFORMATION, RECORDS & COMMUNICATIONS
Decisions are made based on the accuracy of information recorded at all levels
of the organization. Inaccurate information can lead to poor decision-making.
Additionally, our customers, suppliers and government officials rely on us to be
honest and provide accurate information on subjects ranging from our products
and services to Delphi's financial performance and our environmental practices.
It is our joint responsibility to ensure that all information and records are
maintained honestly and accurately, and that any errors are promptly recognized,
communicated to appropriate management and corrected.
Delphi is committed to providing timely and truthful information to the
securities markets and media, assuring fair access to information for all
investors, and developing and maintaining realistic investor expectations. All
of the Company's books, records, accounts and financial statements must be
maintained in reasonable detail, must appropriately reflect the Company's
transactions and must conform both to applicable legal requirements and to the
Company's system of internal controls. Unrecorded or "off the books" funds or
assets should not be maintained unless required by applicable law or regulation.
Business records and communications often become public, and we should always
provide truthful, accurate information, avoiding exaggeration, derogatory
remarks, guesswork, or inappropriate characterizations of people and companies
that can be misunderstood. This applies equally to e-mail, internal memos, and
formal reports. Records should always be retained or destroyed according to
Delphi's record retention policies. In accordance with those policies, in the
event of litigation or governmental investigation please consult the Legal
Staff.
RESPONDING TO LEGAL INVESTIGATIONS
Despite our best efforts to comply with all applicable laws and regulations,
there will always be matters of interpretation. Litigation is a fact of life in
societies governed by many laws that give a variety of authorities broad
investigative powers.
Legal papers and investigations normally flow through established channels, but
there may be occasions where inquiries and legal papers are received by other
employees. If you should receive these types of papers in your capacity as a
representative of Delphi, consult the Legal Staff immediately, before submitting
to an interview, answering questions about Delphi business, producing any
documents or even responding to any requests made in connection with litigation
or an investigation.
INFORMATION REQUESTS
Information is one of Delphi's most valuable assets in the competitive global
marketplace for our products and services. We all share a responsibility to
protect valuable Delphi information for our mutual benefit.
Delphi information includes all information related to our business, created or
acquired using Delphi resources, regardless of the specific nature or form of
the information. It also includes information that suppliers and customers have
entrusted to us. The obligation to preserve confidential information continues
even after your service to the Company ends.
December 15, 2004 Page 7 of 15
COMMUNICATING WITH THE MEDIA
We strive to maintain integrity in our relationships with the media and general
public by providing clear and accurate communication. All Delphi divisions and
regions have a designated Public Affairs or Communications function, which is
responsible for communicating the Corporation's position on a range of issues.
If a member of the press contacts you, you should notify your manager and your
division or regional Communications department to ensure that the most
appropriate person or team responds. Employees are generally not authorized to
immediately respond to journalists. Responsible members of the media do not
expect impromptu answers. As a general rule, even if a Delphi employee is the
subject matter expert, media questions should be referred to the Delphi
Communications or Corporate Affairs Staff.
INTERNET/INTRANET USAGE
The Delphi provided Internet connection is intended to be used primarily for
business purposes. Any personal use must not interfere with normal business
activities, involve solicitation, be associated with any for-profit outside
business activity or potentially embarrass Delphi. Users are expected to act
responsibly and in Delphi's best interests whenever they use the Delphi provided
Internet connection.
INTERNET CHAT ROOMS
It is Delphi's policy not to respond to chat room rumor or speculation.
To maintain confidentiality of Delphi information, employees are not to respond
to any inquiries or post any information on the Internet relative to Delphi
unless specifically asked to do so by their supervisor and the response is
cleared through Corporate Affairs and/or Legal Staff.
EXCELLENCE IN THE MARKETPLACE
CUSTOMER ENTHUSIASM -- OUR CUSTOMERS' INTERESTS ALWAYS COME FIRST. WE ARE
COMMITTED TO PRODUCTS, SERVICES, BUSINESS PRACTICES AND AN ATTITUDE THAT CREATES
CUSTOMER ENTHUSIASM. THIS IS THE FOUNDATION OF OUR SECURITY.
PRODUCT & SERVICE QUALITY
It is our goal to be our customers' best supplier. We must be mindful of that
goal at every phase of our relationship with customers -- from the design of our
products to the discussions we may have with them about service issues. We must
passionately pursue customer satisfaction by being entrepreneurial, fast, less
bureaucratic, customer focused, innovative and excellent in everything we do.
FAIR COMPETITION
We believe in competing fairly because we all benefit from fair, free and open
markets. We seek to outperform our competition fairly and honestly. We seek
competitive advantages through superior performance, never through unethical or
illegal business practices. Stealing proprietary information, possessing trade
secret information that was obtained without the owner's consent, or inducing
such disclosures by past or present employees of other companies is prohibited.
Each employee should strive to respect the rights of and deal fairly with the
Company's customers, suppliers, competitors and employees. No employee should
take unfair advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any other
intentional unfair-dealing practice.
We compete strictly on the merits of our products and services and make no
attempts to restrain or limit trade. Specifically:
- We never discuss such matters as prices, pricing strategies, product
or marketing plans or terms of sale with competitors. Should a
prohibited subject come up during a discussion or meeting, leave and
inform leadership or the Legal Staff.
- We do not enter into agreements with our competitors concerning
prices, production volumes, customers or sales territories.
December 15, 2004 Page 8 of 15
- We do not link purchase of one product to another or compel
suppliers to buy from us to retain their Delphi business.
- We do not disparage the products or services of a competitor.
- We collect competitive information through proper public or other
lawful channels and do not use information that was obtained
illegally or improperly by others, including through
misrepresentation, invasion of property or privacy or coercion.
Not only is fair competition a matter of our own values, it is also a matter of
law in most every country Delphi conducts business. Competition law requirements
may exist in specific countries. Contact the Legal Staff for more information.
SUPPLIERS & FAIR TREATMENT
Our suppliers are valued partners in the success of our business. Our
relationships with suppliers must be characterized by honesty and fairness. They
are selected on the basis of quality, service, technology and price. Terms and
conditions defining our relationship with suppliers are communicated during the
request for quote process and agreements to such terms and conditions, or any
acceptable modifications, are reached before work begins. Included in the
standard terms and conditions are Delphi's policies regarding payment terms,
confidentiality, the use of intellectual property and labor practice
expectations.
HONEST COMMUNICATIONS
Customers, suppliers, government agencies and communities depend on the honesty
and accuracy of our communications. We are each responsible to communicate in a
forthright and honest way, free of any misleading or inaccurate information.
This includes not overcommitting on what we can deliver, and promptly informing
affected parties when changes occur. When we make a mistake in what we have told
someone, we must take prompt action to correct it.
GIFTS & ENTERTAINMENT
Delphi recognizes there are times when suppliers or customers will offer you
gifts or entertainment opportunities and likewise you may want to offer the same
to our suppliers or customers. This policy governs conduct regarding gifts and
entertainment in business relationships with our suppliers and customers on a
global basis. Our policy is designed to reflect our values and all of us around
the world are charged with the responsibility to make sound decisions that will
not jeopardize our values as a company or be perceived as inappropriate. All
questions/concerns regarding this policy should be reviewed, in advance when
possible, with local management and all significant gifts and entertainment
should be disclosed to management.
The terms "suppliers" and "customers" are used in this policy in the broadest
possible sense. A supplier is any person or organization, inside or outside
Delphi, who furnishes goods or services to Delphi. A customer is an individual
or organization, inside or outside Delphi, who receives goods and services.
Other important relationships that Delphi maintains can impact our business.
Examples of this are our relationships with governmental officials, unions and
union representatives. Gifts or entertainment should never be provided to a
governmental official without first getting approval from a senior officer
responsible for Delphi operations in the particular country or region involved.
Due to the complexity of relevant laws and regulations, and varying cultural and
ethical norms, any decision to provide a gift or entertainment, including meals,
to a government official should be discussed with the Legal Staff.
Similarly, it may be illegal to provide a gift, or entertainment to a union or
union official in the United States or other countries. Do not hesitate to
obtain advice from the Human Resource or Legal Staffs before providing a gift,
entertainment or other gratuity to a union or union official.
Directors may also discuss their specific questions with the Chairman of the
Board of Directors.
SOLICITING GIFTS AND ENTERTAINMENT -- Employees and directors may not solicit
gifts or entertainment. Soliciting gifts or entertainment, either directly or
indirectly for yourself or family members is strictly prohibited. The size of
the gift or entertainment is immaterial. All conduct in this regard that creates
even the appearance of impropriety must be avoided.
December 15, 2004 Page 9 of 15
ACCEPTING/PROVIDING GIFTS OR ENTERTAINMENT -- As a general guideline you should
not accept/provide anything that:
- Compromises, or appears to compromise the integrity of the business
relationship
- Places you or others in an unsafe environment (e.g., gifts of
alcohol or alcohol related activities)
- Potentially embarrasses or damages your reputation or the reputation
of either company (e.g., adult entertainment or establishments)
Accepting/providing gifts or entertainment from/to suppliers, customers or
potential suppliers or customers should be infrequent, freely offered,
consistent with the customer or supplier's policy and/or practice, be reasonable
and customary in scope, legal, and have a business related purpose that advances
Delphi's interests. Infrequent is defined as occurring at widely separate
intervals or as uncommon. Employees around the world and directors are to apply
this understanding prior to accepting/providing gifts or entertainment. Gift
certificates are equivalent of cash and should not be accepted/provided. Gifts
may not be lavish. Any gift in excess of $50.00US must be reviewed with
management. All gifts provided must be disclosed on an expense report.
Examples of generally acceptable gifts/favors, assuming they do not exceed the
generally acceptable $50.00US maximum, include:
- Fruit baskets and other perishable foods
- Flowers
- Standard sales promotion, advertising or publicity items
Business-related entertainment or social contact may be appropriate when
properly conducted on a non-lavish, limited basis and must not involve adult
entertainment regardless of whether or not it is an acceptable practice in a
particular part of the world. Employees should make every effort to ensure the
entertainment would withstand public scrutiny.
Examples of permissible entertainment include:
- Refreshments before, during, or after a business meeting
- Meals before, during, or after business meetings or when otherwise
business-related
- Infrequent (no more than two times per year) business related
invitations to engage in activities such as golfing, hunting,
fishing, sporting, cultural events or a dinner invitation when
accompanied by a representative of the supplier or customer
If an overnight stay is involved, the employee should give consideration to the
nature of the business purpose in relation to the entertainment provided. In any
case, the employee should advise his or her supervisor that an overnight stay is
involved and obtain approval prior to accepting.
DELPHI ALCOHOL POLICY -- The prudent consumption of alcohol at business related
activities is permitted when consistent with the following:
- No alcohol is to be consumed during working hours. If, in a very
rare event, a customer setting demands the consumption of alcohol,
employees are to limit their consumption.
- When served, alcohol may be expensed and reported on the expense
report as a separate item.
- The giving or receiving of alcohol as a gift is strongly
discouraged.
- Alcohol should not be served on company property during working
hours.
December 15, 2004 Page 10 of 15
- When alcohol is served at company events, it should be limited to
beer and/or wine. Hard liquor should be served only on very rare
occasions.
- Alcohol should never be served at any company event where people
under the legal drinking age are present.
Failure to comply with this policy may result in action up to and including
discharge for Delphi employees and may result in loss of business for Delphi
suppliers.
SOCIAL EVENTS HELD OFF-SITE - Managers may choose to host parties, dinners and
the like at their homes or at other non-work locations during non-work time. As
a matter of Delphi policy, these are not considered company events, and employee
attendance is voluntary. Employees should not feel required to attend.
The cost of such events may not be budgeted or expensed to Delphi, but rather is
the personal responsibility of the host. Off-site gatherings which are
business-related and are not held at a private home are considered company
events and may be budgeted or expensed. Examples of company events include
gatherings to celebrate completion of a project or staff business dinner
meetings held in a public place such as a restaurant or convention center. The
Delphi Alcohol Policy, appearing above, applies at such company events.
EXCELLENCE IN SOCIETY & OUR COMMUNITIES
RESPONSIBILITY TO SOCIETY -- WE HOLD OURSELVES ACCOUNTABLE TO THE HIGHEST
STANDARDS OF CONDUCT RELATIVE TO OUR BROADEST CORPORATE RESPONSIBILITIES TO
SOCIETY AS A WHOLE. WE WILL STRIVE TO BUILD AND MAINTAIN EFFECTIVE RELATIONSHIPS
WITH THE COMMUNITIES AND INSTITUTIONS WITH WHICH WE INTERACT.
AVOIDING IMPROPER PAYMENTS
We believe in promoting good governance and the fair and impartial
administration of laws. It is, therefore, strictly prohibited to give anything
of value directly or indirectly to a government official in order to influence
his or her judgment in the performance of official duties.
In addition, as a United States-incorporated company, bribery payments by any
Delphi employee or agent to foreign officials are illegal under the U.S. Foreign
Corrupt Practices Act (FCPA). Under FCPA, Delphi is accountable for the actions
of its employees, including non-United States citizens and employees of non-U.S.
based subsidiaries and agents throughout the world. Similar legislation has been
enacted in many countries, including France, Germany and Japan as part of a
global effort to combat corruption and bribery. There are circumstances where
facilitating payments may be appropriate, but those situations must be discussed
with the Legal Staff prior to any action being taken. Any questions as to
whether a gift or payment would be considered improper under our guidelines or
national laws must be discussed with the Legal Staff.
IMPORT/EXPORT CONTROLS
We must abide by special laws and regulations that apply to the export of
products and technical data. All employees who are involved with exports have an
obligation to become familiar with the regulations and procedures that apply in
their location. We must also comply with anti-boycott and international embargo
regulations in all locations where we do business.
DELPHI INSIDER TRADING POLICY
Employees and directors who have access to confidential and proprietary
information are not permitted to use or share that information for stock trading
purposes or for any other purpose except the conduct of Delphi business. All
material, non-public information about the Company should be considered
confidential information. To use non-public information for personal financial
benefit or to "tip" others who might make an investment decision on the basis of
this information is unethical and illegal. "Material" information is that which
a reasonable investor would consider important in a decision to buy, hold or
sell Delphi's stock. If the information could change the price of Delphi's
stock, it is material.
December 15, 2004 Page 11 of 15
Some examples of information, whether positive or negative, that are material
include:
- Earnings and dividend amounts
- Projections of future earnings or losses
- Pending labor negotiations or disputes, including possible strikes
- Pending or proposed mergers, acquisitions or tender offers
- Significant sales of assets or the disposition of a subsidiary
- Changes in dividend policies, the offering of additional securities
or a stock split
- Changes in top management
- Significant new products or technological advances
- Significant changes in production schedules or product planning
- The gain or loss of a substantial customer or contract; or
extraordinary borrowing, changes in debt ratings or impending
bankruptcy or liquidity problems
Every manager is responsible to see that any employee who could learn of
material inside information is aware of the complete Delphi Insider Trading
Policy and implications of the policy.
The complete Delphi Insider Trading Policy is posted on Delphi's employee home
page, at http://apollo.delphi.com. For questions about Insider Trading, please
contact the Delphi Legal Staff, in particular, the Assistant General Counsel --
Corporate and Securities.
CORPORATE CITIZENSHIP
Delphi strives to achieve an effective global philanthropic program that
supports our business objectives while helping society, particularly in the
communities in which we reside. Delphi's three-pronged approach to corporate
citizenship includes:
THE DELPHI FOUNDATION -- The umbrella for our philanthropy effort is our
self-funding Foundation. Its priority is education, primarily in the areas of
science and technology.
DELPHI COMMUNITY RELATIONS -- As a corporate citizen in numerous communities
around the world, this effort seeks to ensure the presence of the Delphi brand
in our local communities in such a way that our company is viewed as a "neighbor
of choice." The priority also is largely educational in focus, but contributions
are tailored to local needs and priorities as well.
DELPHI VOLUNTEERS -- A philosophy aimed at enabling and inspiring our employees
to give to the community in the way they tell us is most meaningful: through the
provision of personal time and talent.
Overall, Delphi targets educational opportunities and support systems aimed at
helping young people reach their full potential. Special -- though not exclusive
- -- consideration is given to educational programs focused on science and
technology. Primary consideration is given to requests that:
- Link to Delphi's business vision and mission
- Are innovative in approach
- Demonstrate an ability to measure effectiveness
December 15, 2004 Page 12 of 15
- Are customer-driven
- Are global programs that encourage international reach and
involvement
- Clearly articulate the benefits to Delphi and its local communities
ENVIRONMENTAL PRINCIPLES
As a responsible corporate citizen, Delphi is dedicated to protecting human
health, natural resources and the global environment. This dedication reaches
further than compliance with the law to encompass the integration of sound
environmental practices in our business decisions.
The following environmental principles provide guidance to Delphi personnel
worldwide in the conduct of their daily business practices.
- We are committed to actions to restore and preserve the environment.
- We are committed to reducing waste and pollutants, conserving
resources and recycling materials at every stage of the product life
cycle.
- We will continue to participate actively in educating the public
regarding environmental conservation.
- We will continue to pursue vigorously the development and
implementation of technologies for minimizing pollutant emissions.
- We will continue to work with all governmental entities for the
development of technically sound and financially responsible
environmental laws and regulations.
- We will continually assess the impact of our plants and products on
the environment and the communities in which we live and operate,
with a goal of continuous improvement.
RECOMMENDED STEPS
We must all work to ensure prompt and consistent action against violations of
these principles. In situations where there is uncertainty as to the application
of these principles, these are the steps to keep in mind:
- MAKE SURE YOU HAVE ALL THE FACTS. In order to reach the right
solutions, we must be as fully informed as possible.
- ASK YOURSELF: WHAT SPECIFICALLY AM I BEING ASKED TO DO? DOES IT SEEM
UNETHICAL OR IMPROPER? This will enable you to focus on the specific
question you are faced with, and the alternatives you have. Use your
judgment and common sense; if something seems unethical or improper,
it probably is.
- CLARIFY YOUR RESPONSIBILITY AND ROLE. In most situations, there is
shared responsibility. Are your colleagues informed? It may help to
get others involved and discuss the problem.
- DISCUSS THE PROBLEM WITH YOUR SUPERVISOR, HUMAN RESOURCES
REPRESENTATIVE, ANY MEMBER OF MANAGEMENT, OR THE LEGAL STAFF. This
is the basic guidance for all situations. In many cases, they will
be more knowledgeable about the question, and will appreciate being
brought into the decision-making process and it is our joint
responsibility to help solve problems.
- SEEK HELP FROM COMPANY RESOURCES. In the rare case where it may not
be appropriate to discuss an issue with your supervisor, Human
Resources representative, any member of management, or the Legal
Staff, you may also submit concerns using the EthicsLine to access
the telephone number for various countries, e-mailing
https://www.tninc.eom/webreport or writing to Delphi EthicsLine, The
Network, Inc., 333 Research Ct., Norcross, GA 30092 USA, Attn:
DELPHI.
December 15, 2004 Page 13 of 15
- YOU MAY REPORT ETHICAL VIOLATIONS IN CONFIDENCE AND WITHOUT FEAR OF
RETALIATION. If your situation requires that your identity be kept
secret, your anonymity will be protected to the extent possible.
Delphi does not permit retaliation of any kind against employees for
good faith reports of ethical violations.
- ASK FIRST, ACT LATER: If you are unsure of what to do in any
situation, always seek guidance before you act.
December 15, 2004 Page 14 of 15
DELPHI
FOUNDATION FOR EXCELLENCE
EMPLOYEE ACKNOWLEDGEMENT
I acknowledge that I have received a copy of the booklet, "Foundation for
Excellence," and that I am responsible for reading, understanding and complying
with its provisions.
_____________________________________________________________________
Name
_____________________________________________________________________
Signature
_____________________________________________________________________
Date
Please return this signed form to your local Human Resources Department.
December 15, 2004 Page 15 of 15