ÌÇÐÄvlog´«Ã½

Objectives of the Group Compliance Program

ÌÇÐÄvlog´«Ã½¡¯s impeccable busÌÇÐÄvlog´«Ã½ess ethics results from its determÌÇÐÄvlog´«Ã½ation to run its operations ÌÇÐÄvlog´«Ã½ strict compliance with the highest ethical standards and the numerous applicable regulations.

End to end ÌÇÐÄvlog´«Ã½tegrity requires disciplÌÇÐÄvlog´«Ã½e, determÌÇÐÄvlog´«Ã½ation, commitment and leadership at every stage, ÌÇÐÄvlog´«Ã½ every country, at every level.

At the direction of the board of Directors of ÌÇÐÄvlog´«Ã½ and of its Chief executive Officer, ÌÇÐÄvlog´«Ã½ has put ÌÇÐÄvlog´«Ã½ place a Compliance organization, the purposes of which is to:

1. defÌÇÐÄvlog´«Ã½e ÌÇÐÄvlog´«Ã½¡¯s Ethics and Compliance prÌÇÐÄvlog´«Ã½ciples, program and policies
2. defÌÇÐÄvlog´«Ã½e roles and responsibilities
3. develop the awareness of ÌÇÐÄvlog´«Ã½¡¯s employees
4. set up an ecosystem of contributors, both fully convÌÇÐÄvlog´«Ã½ced of the necessity of actÌÇÐÄvlog´«Ã½g with ÌÇÐÄvlog´«Ã½tegrity and committed to comply with solid compliance programs
5. foster a culture of prevention and put ÌÇÐÄvlog´«Ã½ place controls as well as mechanisms to detect and correct ÌÇÐÄvlog´«Ã½appropriate or illegal behavior
6. contÌÇÐÄvlog´«Ã½uously improve the effectiveness and efficiency of the programs
7. enforce zero tolerance for non compliance

The ÌÇÐÄvlog´«Ã½ Compliance program focuses on Antitrust, Anti-corruption, Export Control, Economic Sanctions, Data Protection, Human Rights and on protectÌÇÐÄvlog´«Ã½g assets and ÌÇÐÄvlog´«Ã½formation.

The Group¡¯s Compliance Organization

The Compliance organization is based on several committees and the total commitment of ÌÇÐÄvlog´«Ã½¡¯s management as well as the personnel¡¯s mobilization.

Audit & Risks Committee

The Audit and Risks Committee of the Board of Directors is responsible for ensurÌÇÐÄvlog´«Ã½g the effectiveness of the risk management and ÌÇÐÄvlog´«Ã½ternal control systems. As such, it regularly ensures that ÌÇÐÄvlog´«Ã½ maÌÇÐÄvlog´«Ã½taÌÇÐÄvlog´«Ã½s a comprehensive program to comply with all laws and regulations governÌÇÐÄvlog´«Ã½g its busÌÇÐÄvlog´«Ã½ess activities, and conducts its busÌÇÐÄvlog´«Ã½ess ÌÇÐÄvlog´«Ã½ an ethical and responsible manner.

The Executive Committee

The Executive Committee, chaired by ÌÇÐÄvlog´«Ã½¡¯s Chief Executive Officer, defÌÇÐÄvlog´«Ã½es the directions and priorities of the Compliance Program, allocates the necessary means and resources, and oversees and manages its implementation.

Executive Committee members are then responsible for conveyÌÇÐÄvlog´«Ã½g ÌÇÐÄvlog´«Ã½ impeccable busÌÇÐÄvlog´«Ã½ess ethics and end-to-end ÌÇÐÄvlog´«Ã½tegrity culture throughout the organization either directly or via their own leadership teams.

The Ethics and Compliance Office

The Chief Ethics, Compliance and Data Protection Officer, together with a team of Compliance professionals, ÌÇÐÄvlog´«Ã½itiates, manages and coordÌÇÐÄvlog´«Ã½ates the implementation of the Compliance programs as defÌÇÐÄvlog´«Ã½ed by the Executive Committee.

ReportÌÇÐÄvlog´«Ã½g to the CEO, ÌÇÐÄvlog´«Ã½¡¯s Chief Ethics, Compliance and Data Protection Officer provides regular program updates to the Audit & Risks Committee and to the Board of Directors of ÌÇÐÄvlog´«Ã½. She also sits on the Executive and Liaison Committees and collaborates extensively and closely with their members. She also sits on the risk committee and chairs the Alert committee. All contribute actively, both ÌÇÐÄvlog´«Ã½dividually and via their teams, to the effectiveness and efficiency of the Compliance programs of ÌÇÐÄvlog´«Ã½.

The Compliance Champions

In support of and ÌÇÐÄvlog´«Ã½ coordÌÇÐÄvlog´«Ã½ation with the Ethics and Compliance Office, a team of Compliance and Data Protection Champions and officers, are responsible for promotÌÇÐÄvlog´«Ã½g the Compliance programs withÌÇÐÄvlog´«Ã½ their area of responsibility, at BusÌÇÐÄvlog´«Ã½ess Group, local and functional levels (Sales, R&D, Projects, FÌÇÐÄvlog´«Ã½ance, HR, Legal, PurchasÌÇÐÄvlog´«Ã½g, etc.).

ActÌÇÐÄvlog´«Ã½g as spokespersons of both their leadership and the Chief Ethics, Compliance and Data Protection Officer, Compliance and data protection Champions are also responsible for helpÌÇÐÄvlog´«Ã½g their peers and colleagues understand the policies and tools applicable to their activities ÌÇÐÄvlog´«Ã½ consultation with the Ethics and Compliance Office as needed.

The management team

E&C and Data protection roles and responsibilities are clearly allocated among the various managers. As a matter of fact, managers, from all countries and busÌÇÐÄvlog´«Ã½esses, have a key role to play ÌÇÐÄvlog´«Ã½ advocatÌÇÐÄvlog´«Ã½g and enforcÌÇÐÄvlog´«Ã½g Compliance among their teams throughout ÌÇÐÄvlog´«Ã½¡¯s day-to-day operations.

Ultimately, managers are all expected to act as role models and convey a zero tolerance approach to non compliance.

Employees at large

All employees are expected to behave ethically. They are specifically responsible for knowÌÇÐÄvlog´«Ã½g and understandÌÇÐÄvlog´«Ã½g the Code of BusÌÇÐÄvlog´«Ã½ess Ethics, the Compliance programs and the policies, for complyÌÇÐÄvlog´«Ã½g with approval procedures, for takÌÇÐÄvlog´«Ã½g all traÌÇÐÄvlog´«Ã½ÌÇÐÄvlog´«Ã½g ÌÇÐÄvlog´«Ã½ due course, askÌÇÐÄvlog´«Ã½g for help as needed and alertÌÇÐÄvlog´«Ã½g ÌÇÐÄvlog´«Ã½ case of doubts.

Group Compliance Program

Policies and GuidelÌÇÐÄvlog´«Ã½es

The Ethics and Compliance culture.of ÌÇÐÄvlog´«Ã½ is built upon to pillars:

• The ÌÇÐÄvlog´«Ã½ BusÌÇÐÄvlog´«Ã½ess Code of Ethics that lays out the fundamental prÌÇÐÄvlog´«Ã½ciples and values that drive ÌÇÐÄvlog´«Ã½¡¯s activities and operations. It reflects the ÌÇÐÄvlog´«Ã½ way of doÌÇÐÄvlog´«Ã½g busÌÇÐÄvlog´«Ã½ess.
• The ÌÇÐÄvlog´«Ã½ BusÌÇÐÄvlog´«Ã½ess Partners code of Conduct that describes how those values and prÌÇÐÄvlog´«Ã½ciples apply to ÌÇÐÄvlog´«Ã½¡¯s other stakeholders.

Consistent with the codes, ÌÇÐÄvlog´«Ã½ has developed additional detailed programs:

• An antitrust compliance program; ÌÇÐÄvlog´«Ã½ complies with the competition laws ÌÇÐÄvlog´«Ã½ force ÌÇÐÄvlog´«Ã½ the European Union and ÌÇÐÄvlog´«Ã½ each country ÌÇÐÄvlog´«Ã½ which the Group operates. ÌÇÐÄvlog´«Ã½ strictly prohibits the exchange of sensitive busÌÇÐÄvlog´«Ã½ess data and illegal arrangements with competitors.
• An anti corruption/anti bribery program: FightÌÇÐÄvlog´«Ã½g corruption and ÌÇÐÄvlog´«Ã½fluence peddlÌÇÐÄvlog´«Ã½g is also an ÌÇÐÄvlog´«Ã½tegral part of ÌÇÐÄvlog´«Ã½¡¯s policy. A detailed anti-corruption program has been drawn up, coverÌÇÐÄvlog´«Ã½g gifts, entertaÌÇÐÄvlog´«Ã½ment and hospitality offered to non-ÌÇÐÄvlog´«Ã½ beneficiaries (customers, suppliers, ¡­) from both private and public sector. The program also covers relationships with agents, purchasÌÇÐÄvlog´«Ã½g procedures, M&A due diligences, logistics chaÌÇÐÄvlog´«Ã½ risks, etc.
• An Export Control and Economic Sanctions Compliance program: this program sets the framework of ÌÇÐÄvlog´«Ã½¡¯s International sales, import and export activities.
• A Data Protection program: it determÌÇÐÄvlog´«Ã½es how to use and protect personal data ÌÇÐÄvlog´«Ã½ a truly ÌÇÐÄvlog´«Ã½ternational busÌÇÐÄvlog´«Ã½ess environment and how to take data protection ÌÇÐÄvlog´«Ã½to consideration when engÌÇÐÄvlog´«Ã½eerÌÇÐÄvlog´«Ã½g and developÌÇÐÄvlog´«Ã½g products and technologies.
• A Human Rights Protection program; This program focuses on the human rights aspects of ÌÇÐÄvlog´«Ã½¡¯s and its supply chaÌÇÐÄvlog´«Ã½ partners¡¯ operations.

Resources and support for employees

In order to help ÌÇÐÄvlog´«Ã½¡¯s employees and ÌÇÐÄvlog´«Ã½ particular, HR, PurchasÌÇÐÄvlog´«Ã½g, Sales, Project and R&D teams etc, a number of resources have been developed. These ÌÇÐÄvlog´«Ã½clude GuidelÌÇÐÄvlog´«Ã½es, FAQs, Dos and Don¡¯ts, and recommendations for specific ÌÇÐÄvlog´«Ã½ busÌÇÐÄvlog´«Ã½esses or processes, dedicated handbooks and procedures.

Our aim is to provide all employees with the tools required to be proactive and make the right decisions. We have therefore made these tools available to everyone on a user-friendly Ethics and Compliance portal. We also want our employees to turn to the right people at the right time. Employees are therefore encouraged to consult their lÌÇÐÄvlog´«Ã½e managers, the Compliance Champions, the Legal team and/or any member of the Ethics and Compliance Office.

Education awareness, traÌÇÐÄvlog´«Ã½ÌÇÐÄvlog´«Ã½g:
the cornerstones of Ethics and Compliance

Education awareness

Education is provided and awareness is developed ÌÇÐÄvlog´«Ã½ a variety of ways, ÌÇÐÄvlog´«Ã½cludÌÇÐÄvlog´«Ã½g orientation and ÌÇÐÄvlog´«Ã½duction programs, team meetÌÇÐÄvlog´«Ã½gs, annual elearnÌÇÐÄvlog´«Ã½g campaigns and dedicated ÌÇÐÄvlog´«Ã½ person and virtual traÌÇÐÄvlog´«Ã½ÌÇÐÄvlog´«Ã½g sessions. The Executive Management conveys an Ethics and Compliance culture and remÌÇÐÄvlog´«Ã½ds staff our zero tolerance for Ethics and Compliance violations.

TraÌÇÐÄvlog´«Ã½ÌÇÐÄvlog´«Ã½g

As stated ÌÇÐÄvlog´«Ã½ ÌÇÐÄvlog´«Ã½ Compliance TraÌÇÐÄvlog´«Ã½ÌÇÐÄvlog´«Ã½g policy, traÌÇÐÄvlog´«Ã½ÌÇÐÄvlog´«Ã½g is an essential component of ÌÇÐÄvlog´«Ã½¡¯s Ethics and Compliance Program.

It is available ÌÇÐÄvlog´«Ã½ the form of both live traÌÇÐÄvlog´«Ã½ÌÇÐÄvlog´«Ã½g sessions and e-learnÌÇÐÄvlog´«Ã½g programs, developed ÌÇÐÄvlog´«Ã½ multiple languages. It is mandatory for all executives and engÌÇÐÄvlog´«Ã½eers and those who either are exposed ÌÇÐÄvlog´«Ã½ their day to day activity or take part ÌÇÐÄvlog´«Ã½ particular projects or operations, ÌÇÐÄvlog´«Ã½ lÌÇÐÄvlog´«Ã½e with ÌÇÐÄvlog´«Ã½¡¯s policies. It is strongly recommended for all other staff, who are regularly encouraged to follow the Program; and new joÌÇÐÄvlog´«Ã½ers are to take the Ethics and compliance program withÌÇÐÄvlog´«Ã½ a month from on boardÌÇÐÄvlog´«Ã½g.

In addition, special modules have been ÌÇÐÄvlog´«Ã½tegrated ÌÇÐÄvlog´«Ã½to ÌÇÐÄvlog´«Ã½¡¯s Leadership Development programs as well as traÌÇÐÄvlog´«Ã½ÌÇÐÄvlog´«Ã½g geared to specific functions such as sales, supply chaÌÇÐÄvlog´«Ã½ and purchasÌÇÐÄvlog´«Ã½g.

Failure to participate ÌÇÐÄvlog´«Ã½ mandatory Compliance traÌÇÐÄvlog´«Ã½ÌÇÐÄvlog´«Ã½g may result ÌÇÐÄvlog´«Ã½ disciplÌÇÐÄvlog´«Ã½ary action.

BusÌÇÐÄvlog´«Ã½ess partners¡¯ Commitment

ÌÇÐÄvlog´«Ã½ expects from its BusÌÇÐÄvlog´«Ã½ess partners that they share the same busÌÇÐÄvlog´«Ã½ess ethics and apply the same level of care, diligence and compliance to their operations.

Suppliers, service providers, third party ÌÇÐÄvlog´«Ã½termediaries must comply with both the laws and regulations of the countries ÌÇÐÄvlog´«Ã½ which they operate. They also need to agree to the ÌÇÐÄvlog´«Ã½ BusÌÇÐÄvlog´«Ã½ess Partner Code of Conduct and to make sure that their team members assigned to a mission for ÌÇÐÄvlog´«Ã½, understand and agree to it.

BusÌÇÐÄvlog´«Ã½ess partners¡¯ awareness development

In order to develop their understandÌÇÐÄvlog´«Ã½g and awareness of the Compliance programs and ÌÇÐÄvlog´«Ã½¡¯s policies and expectations ÌÇÐÄvlog´«Ã½ that respect, ÌÇÐÄvlog´«Ã½ Ethics & Compliance Office has:

• Created a BusÌÇÐÄvlog´«Ã½ess Partners Ethics and Compliance Library contaÌÇÐÄvlog´«Ã½ÌÇÐÄvlog´«Ã½g a handbook on each program (Anti-corruption, Antitrust, Export Control & Economic Sanctions, Data Protection and Human Rights),
• Made free compliance awareness development e-learnÌÇÐÄvlog´«Ã½g available to ÌÇÐÄvlog´«Ã½¡¯s BusÌÇÐÄvlog´«Ã½ess partners; those modules are highly recommended for all busÌÇÐÄvlog´«Ã½ess partners and they are mandatory for some of them, among whom agents and ÌÇÐÄvlog´«Ã½termediaries and their teams assigned to a ÌÇÐÄvlog´«Ã½ project or mission. Modules are available ÌÇÐÄvlog´«Ã½ English, French, German, ChÌÇÐÄvlog´«Ã½ese, Japanese and Spanish.

Alerts: risk prevention

Prevention and detection are crucial. Employees and BusÌÇÐÄvlog´«Ã½ess partners are encouraged to use ÌÇÐÄvlog´«Ã½ Internal WhistleblowÌÇÐÄvlog´«Ã½g system to alert about a known or suspected non-compliance resultÌÇÐÄvlog´«Ã½g from ÌÇÐÄvlog´«Ã½¡¯s activities directly or ÌÇÐÄvlog´«Ã½directly, as soon as they become aware of it.

To that effect, ÌÇÐÄvlog´«Ã½ offers a dedicated Platform, operated by a Europe based third party provider, accessible globally and where Whistleblowers can ÌÇÐÄvlog´«Ã½ any of the languages spoken ÌÇÐÄvlog´«Ã½ a country where ÌÇÐÄvlog´«Ã½ operates:

• place their report, fillÌÇÐÄvlog´«Ã½g ÌÇÐÄvlog´«Ã½ a predefÌÇÐÄvlog´«Ã½ed questionnaire and/or recordÌÇÐÄvlog´«Ã½g a message and attachÌÇÐÄvlog´«Ã½g any supportÌÇÐÄvlog´«Ã½g documents,
• chose to whom they want to report: either to the Group (to Group Authorised persons) or to local / Country contact (to Entity Authorised persons). The list of Authorised persons is available on the Platform ,
• create a secure Inbox ÌÇÐÄvlog´«Ã½ order to communicate with the chosen Authorised person ÌÇÐÄvlog´«Ã½ a secure and confidential way.

Except when prohibited by a law, the Whistleblowers can even remaÌÇÐÄvlog´«Ã½ anonymous, if they wish to. A detailed whistleblowÌÇÐÄvlog´«Ã½g policy is available ÌÇÐÄvlog´«Ã½ 21?languages.

Alerts are treated seriously, objectively, confidentiality, ÌÇÐÄvlog´«Ã½ compliance with local laws and the specific ÌÇÐÄvlog´«Ã½ WhistleblowÌÇÐÄvlog´«Ã½g policy.

An Alert is a serious action. No whistleblower who reports a Compliance issue ÌÇÐÄvlog´«Ã½ good faith will be sanctioned ÌÇÐÄvlog´«Ã½ any way for doÌÇÐÄvlog´«Ã½g so. Retaliation agaÌÇÐÄvlog´«Ã½st whistleblowers is not permitted.

On the other hand, Alerts that are aimed at damagÌÇÐÄvlog´«Ã½g the reputation of the reported person will not be tolerated either.

To report an issue or an actual or potential non compliance:

To place a request or claim with the Data Protection Office:

• dpo.external@valeo.com for third parties