Attached files
| file | filename |
|---|---|
| EX-10.12.1 - EXHIBIT 10.12.1 - VISTEON CORP | ex-10121201710xk.htm |
| EX-32.2 - EXHIBIT 32.2 - VISTEON CORP | ex-322201710xk.htm |
| EX-32.1 - EXHIBIT 32.1 - VISTEON CORP | ex-321201710xk.htm |
| EX-31.2 - EXHIBIT 31.2 - VISTEON CORP | ex-312201710xk.htm |
| EX-31.1 - EXHIBIT 31.1 - VISTEON CORP | ex-311201710xk.htm |
| EX-24.1 - EXHIBIT 24.1 - VISTEON CORP | ex-241201710xk.htm |
| EX-23.1 - EXHIBIT 23.1 - VISTEON CORP | ex-231201710xk.htm |
| EX-21.1 - EXHIBIT 21.1 - VISTEON CORP | ex-211201710xk.htm |
| EX-12.1 - EXHIBIT 12.1 - VISTEON CORP | ex-121201710xk.htm |
| 10-K - 10-K - VISTEON CORP | visteon201710-k.htm |
Ethics and Integrity
Policy
A Guide for Visteon Employees
Contents
Visteon Behaviors ........................................................................... 3
Ethics and Integrity Policy .............................................................. 4
Diversity and Inclusion............................................................... 4
Safety, Health and the Environment ......................................... 4
Product Safety and Quality ........................................................ 4
Company Property and Information .......................................... 5
Books, Records and Filings ....................................................... 5
Intellectual Property, Confidentiality and Privacy ...................... 6
Insider Trading ........................................................................... 6
Conflicts of Interest .................................................................... 7
Fair Dealing and Competition .................................................... 8
International Business and Government Regulations .............. 8
Summary......................................................................................... 9
Ethics Hotline Phone Numbers ..................................................... 10
2
Visteon Vision and Behaviors
These principles represent what Visteon stands for – and guide
our everyday conduct.
We aspire to …
Be the best in the world at partnering with our customers to provide
innovative, high-quality products that deliver exceptional value.
We always …
Act with Integrity
Do what is right
Respect Others
Treat others as you would like to be treated
Put Customers First
Make every effort to exceed our customers’ expectations
Deliver on our Commitments
Willingly take responsibility for decisions, actions and results
Work Together and Communicate
Work with others to achieve results
Aggressively Drive Continuous Improvement
Strive for excellence in everything we do
3
Ethics and Integrity Policy
Employees have an affirmative obligation to report known
or suspected violations of the Ethics and Integrity Policy.
Diversity and Inclusion
Visteon is committed to creating and
maintaining an environment in which all
employees are treated with respect and
differences are highly valued.
At Visteon, we work to foster an inclusive
environment that provides equal opportunity
to our employees, customers, suppliers and
the community at large. By creating a
corporate culture that is free of harassment or
discriminatory treatment of any form, every
employee can have the opportunity to
contribute fully to the business success of
Visteon.
Safety, Health and
the Environment
At Visteon, the health and safety of
each individual is of primary importance.
Visteon is committed to practices that
generate safe workplace actions, conditions
and procedures, and we continually work to
develop and maintain a safe and
healthy operating environment.
Visteon also is a responsible
corporate citizen, protecting and conserving
the natural environment. We comply with all
accepted environmental standards – meeting
and often exceeding applicable regulatory
and legal requirements. We continually are
improving our environmental performance,
working to minimize the creation of solid and
liquid waste and eliminating other practices
that could have a harmful impact on the
environment. We describe our commitment to
social responsibility and sustainable
development in a Corporate Sustainability
Report that can be found on our corporate
Web site at www.visteon.com.
In addition, we encourage and support the
involvement of our employees in local
environmental issues as they strive to make a
difference within our communities through
volunteerism and philanthropy.
Product Safety and Quality
Because all our actions can impact Visteon
products and services, we all share the
commitment to, and responsibility for,
safety and quality in the products we make.
Visteon is committed to design, engineer and
manufacture products that meet or
exceed all applicable laws, regulations,
voluntary standards and industry
practices. Acknowledging the trust
customers and consumers place in
us, we strive to produce high-quality
products and services with a
commitment to continuous
improvement in product performance.
Through this dedication, we can
create products that consistently earn
high marks for safety.
4
Company Property
and Information
All employees are responsible for
safeguarding Visteon’s assets from misuse or
misappropriation, whether those assets are
intangible, such as business information and
intellectual property, or tangible, such as
equipment or supplies.
Company records, property, technical
information, communications and business
opportunities constitute valuable assets that
can be critical to Visteon’s performance and
competitive advantage. These materials are
the property of the company and – like all
assets – should be safeguarded against
misuse or misappropriation and used only to
further Visteon’s business objectives.
Safeguarding these assets includes taking
the appropriate steps to prevent and identify
accidental disclosure. These responsibilities
and restrictions apply equally to electronic
information methods (e-mail, Internet, etc.)
and prohibit accessing or creating any
electronic communications that contradict
Visteon's personnel policy.
Books, Records and Filings
Employees are required to keep accurate
records and provide full, fair, accurate, timely
and understandable disclosures in the periodic
reports filed by the company with regulators
and in our public communications.
Visteon’s relationship with its shareholders
and the investment community is built upon
our reputation for honesty and integrity in
financial and related reporting. We must
make every effort to ensure that information
contained in documents filed by the
company with governmental or
regulatory bodies, including
the Securities and
Exchange Commission,
and in other company
communications is complete, fair, accurate,
timely and understandable. In addition, we
are each required to ensure the accuracy of
any records we develop or review, including
financial records, expense reports and
engineering or other technical documents.
It is Visteon's policy to cooperate in
government investigations and inquiries. All
subpoenas, summonses, information requests
relating to legal proceedings, or other inquiries
or communications from a law enforcement
officer or agency, a court or a lawyer should
be referred immediately to the Legal
Department. This includes interview requests,
document requests or any other requests
about an investigation or litigation.
Destroying or altering a document with the
intent to impair the document’s integrity or
availability for use in any government
investigation or legal proceeding is a crime.
Documents relevant to any pending,
threatened, or anticipated litigation,
investigation, or audit shall not be destroyed
for any reason. Any belief that company
records are being improperly altered,
destroyed or otherwise treated inconsistently
with Visteon’s Record Retention Policy
should be reported to the Legal Department.
In addition to being a violation of this policy,
efforts to mislead or coerce independent
auditors or members of the internal audit
staff concerning issues related to audit,
accounting or financial disclosure can have
serious legal consequences, including
criminal penalties.
5
Intellectual Property,
Confidentiality and Privacy
Visteon is often entrusted with confidential
or proprietary information by customers,
suppliers and other business contacts. This
information should be safeguarded in the
same manner as Visteon information.
Inventions, ideas and other forms of
intellectual property are a vital part of
Visteon’s success. As a result, we are
diligent about protecting valuable company
technology through patents, trade secret
protection, copyrights, trademarks or other
such methods. Visteon is equally committed
to avoiding the unauthorized use of the
intellectual property of other companies or
individuals.
Visteon also protects corporate data and
knowledge through a comprehensive set of
global IT policies. These policies provide
guidance on safeguarding the company’s
business information and assets from
unauthorized access or disclosure and ensure
that information transmitted over our
communication systems is properly controlled.
Insider Trading
By protecting confidential and proprietary
information from unauthorized disclosure, we
not only protect valuable company assets –
we also help ensure compliance with insider
trading laws.
One example of a misuse of Visteon
information and a violation of the law is
insider trading. Insider trading occurs when
an individual uses material nonpublic
information acquired in the course of
employment to buy or sell stock or other
securities. It is unethical and unlawful to use
such information or to disclose it to others
(such as family members or friends) who
might use it in buying or selling Visteon
securities or the securities of any other
company. Also prohibited are “tips” about a
company with which Visteon might have a
pending transaction, such as an acquisition
or a strategic alliance, if information about the
transaction is not yet known to the public.
6
Conflicts of Interest
Employees should avoid conflicts between
personal and Visteon interests. If actual or
apparent conflicts are unavoidable, seek
guidance on the best course of action and
fully disclose any transaction or relationship
that reasonably could be expected to give rise
to a conflict.
Employees are expected to exercise good
judgment and the highest ethical standards
in our activities on behalf of Visteon and also
to be mindful that our activities outside the
company impact how Visteon is viewed by
others. We should avoid any actions,
investments or interests which reflect
unfavorably on ourselves or the company.
More specifically, employees should avoid
any action that has the potential or
appearance of impacting the company
adversely or interfering with our objectivity
about what is in Visteon’s best interest.
Examples of potential conflicts of
interest include but are not limited to:
• Having more than a 2.5 percent financial
interest in a competitor, customer, supplier
or other for-profit entity doing business
with Visteon;
• Outsourcing work to a company in which a
relative has a position of leadership or
stands to make a monetary gain;
• Having a consulting, managerial or
employment relationship with a
competitor, customer, supplier or other
entity doing business with the company;
• Acquiring property rights that Visteon has or
may reasonably have an interest in;
• Accepting gifts, entertainment or other
favors of more than nominal value (which in
no case should exceed a fair market value
of $50 USD) from those who do business –
or seek to do business – with Visteon;
• Accepting cash, product or service
discounts, loans or co-signature
arrangements for you or your family from
such individuals;
• Accepting offers to pay for travel, lodging or
similar accommodations;
• Soliciting any gifts, entertainment or other
favors;
• Any form of adult entertainment.
Employees also must be aware of customer
and supplier policies regarding gifts and
entertainment, and abide by such policies.
Visteon recognizes that some forms of
corporate-sponsored entertainment can be a
legitimate way to build stronger working
relationships. Keep in mind that business
entertainment should be legal, reasonable,
infrequent and justifiable. A modest business
lunch or dinner, which is occasionally picked
up by one party, is generally acceptable, but
a standing lunch or dinner date in which the
supplier always pays is not. Season tickets to
a sporting event also would not be
appropriate, but an occasional invitation to
such events is acceptable. Gifts of alcohol are
not allowed in many countries. Any questions
regarding the appropriateness of a gift or
favor, or an offer of entertainment should be
directed to the Legal Department.
7
Fair Dealing and Competition
We seek to compete strongly and deal fairly.
We avoid taking unfair advantage through
manipulation, theft, concealment, abuse of
confidential information, misrepresentation
or other unfair practices.
Visteon policy, as well as antitrust laws,
prohibits price fixing, unfair competition or any
other activity which unfairly impacts or
restricts competition in the marketplace.
Seeking or receiving competitive information
or gaining a competitive advantage through
illegal means is prohibited. Activities that
might give rise to violations of antitrust laws
and a breach of Visteon policy include, but
are not limited to:
• Discussions with competitors about prices,
costs, production levels, bids or bidding
practices, territories, limits on import or
export, distribution channels or customers;
• Restrictions on a customer’s ability to sell or
lease a product at or above price.
Antitrust and fair dealing issues can be very
complex. Determining what action is
permissible and what is improper can be
highly technical and dependent on market
structure. Whenever any doubt exists,
please contact the Legal Department.
International Business and
Governmental Regulations
It is expected that all employees, including
agents and representatives of Visteon, will
comply with all applicable laws in every
country in which Visteon does business, as
well as with all applicable laws against
discrimination and harassment and laws
prohibiting child and forced labor.
One of the most significant laws that will be
encountered by persons involved in
government or international business markets
is the Foreign Corrupt Practices Act (FCPA).
The FCPA applies to all employees or other
representatives of Visteon anywhere in the
world where Visteon does business. The
FCPA prohibits offers of, or payments to,
foreign officials, political parties or candidates
for political office, to obtain preferential
governmental treatment. This prohibition
extends beyond monetary payments and
includes offering anything of value not only to
government officials, but also to their
representatives or family members. Under
certain limited circumstances, nominal
payments to facilitate government services to
which Visteon is legally entitled are not in
violation of the FCPA.
Even to the extent that such payments may
be legal and customary in a particular country
in which Visteon does business, they may not
be made without prior approval from the
Legal Department. Approval from the Legal
Department is also required whenever
Visteon employees or other representatives
are contemplating giving gifts or political or
charitable contributions to government
representatives or foreign officials.
Several laws restrict the countries in which
Visteon can operate, as well as the
information or products that it can export.
Before making a business entry into any new
country, consult the Legal Department.
8
Summary
Integrity is about people doing the right thing
– not looking for personal gain or to reward
others by taking advantage of ambiguity or
uncertainty in the law or in this policy. We are
each expected to not only champion the
policy, but also to protect it – questioning and
reporting any practice or activity that conflicts,
or appears to conflict, with the company’s
ethical standards. Those who report
suspected violations of this policy will help
further the business interests of Visteon and
ensure that the public continues to regard
Visteon as a company committed to integrity.
Visteon encourages the communication of
concerns relating to the lawful and ethical
conduct of business, and financial reporting,
accounting practices, internal controls or
audits. It is Visteon’s policy to protect those
who communicate bona fide concerns from
any retaliation for such reporting.
Confidential and anonymous mechanisms for
reporting concerns are available and are
described below.
All employees, including company executives,
officers and senior level managers, as well as
members of Visteon’s board of directors, are
expected to conduct their activities in
compliance with this policy. Those who
engage in conduct that is contrary to the
ethical standards set forth in the policy may
be subject to discipline, up to and including,
termination of employment. In addition, if
circumstances warrant, the company may
notify the appropriate authorities.
If you are in a situation that you believe may
involve or lead to a violation of this policy,
you have a duty to disclose the situation and
seek guidance.
Employees who have questions or
concerns regarding compliance should
discuss them with their managers, Human
Resources, or the Legal Department.
A global hotline is available as a resource for
resolving any questions or concerns
employees might have about Visteon’s
ethical standards and for communicating with
the audit committee of Visteon’s board of
directors if discussions with management,
Human Resources or the Legal Department
have not resulted in a satisfactory resolution,
or if there is concern about using such
avenues of communication.
This policy constitutes the Company’s Code of Business Conduct and Ethics in compliance with the requirements of
the New York Stock Exchange and Section 406 of the Sarbanes Oxley Act of 2002 and is designed to promote
honest, ethical and lawful conduct by all directors and employees (including officers) of the Company. Any waivers of
this policy for directors and executive officers may be made only by the Board of Directors. Any such waivers shall be
promptly disclosed to shareholders as required by applicable law and/or stock exchange regulation.
9
Reports of policy violations or suspected violations can be made by calling the
appropriate ethics and compliance line based on the country of origin.
International Toll-Free Services (ITFS)
Country Number to Dial Language
Argentina 0-800-444-8084 English
Argentina 0-800-555-0906 Spanish, English
Australia 1-800-339276 English
Belgium 0800-77004 French, Dutch, German, English
Brazil 0800-8911667 Portuguese, Spanish, French, English
China (Northern)* 10-800-712-1239 Mandarin, Cantonese, English
China (Southern)** 10-800-120-1239 Mandarin, Cantonese, English
Czech Republic 800-142-550 English
France 0800-902500 French, English
Germany 0800-1016582 German, English
Hong Kong 800-964214 Cantonese, Mandarin, English
Hungary 06-800-17199 Hungarian, English
India 000-800-100-1071 English
Indonesia 001-803-011-3570 Indonesian, Dutch, English
Indonesia 007-803-011-0160 Indonesian, Dutch, English
Japan/J5 0066-33-11-2505 English
Japan/JP 00531-121520 Japanese, English
Korea (South) 00798-14-800-6599 Korean, English
Mexico 001-866-737-6850 English
Mexico 001-8008407907 Spanish, English
Philippines 1-800-1-114-0165 Filipino, English
Poland 0-0-800-1211571 Polish, English
Portugal 8008-12499 Portuguese, English
Russia 8-10-8002-6053011 Russian, English
Slovakia 0800-001-544 English
South Africa 080-09-92604 English
Spain 900-991498 Spanish, English
Sweden ###-##-#### Swedish, Finnish, English
Thailand 001-800-12-0665204 Thai, Mandarin, English
United Kingdom 08-000328483 English
Venezuela 0800-1-00-4586 Spanish, English
AT&T Direct Access
Country Number to Dial After Tone, Dial Language
Morocco ###-##-#### 855-266-7041 English
Turkey 0811-288-0001 855-266-7041 English
Country Number to Dial Language
Canada 855-266-7041 English
Puerto Rico 855-266-7041 English
United States 855-266-7041 English
* Northern China includes: Beijing, Tianjin, Heilongjiang, Jilin, Liaoning, Shandong, Shanxi, Hebei, Henan, and Inner Mongolia
** Southern China Includes: Shanghai, Jiangsu, Zhejiang, Anhui, Fujian, Jiangxi, Hubei, Hunan, Guangdong, Guangxi, Hainan, Chingqing, Sichuan,
Yunnan, Tibet Automomous Region, Shaanxi, Gansu, Qinghai, Ningxia, Xinjiang and Automomous Region.
For online reporting, visit www.visteon.ethicspoint.com
10
Visteon Corporation
One Village Center Drive
Van Buren Township, Mich. 48111 USA
April 2017 (est. October 2012)