DELPHI 2011 Annual Report Download - page 165

Table of Contents
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
The information called for by Item 10, as to compliance with Section 16(a) of the Exchange Act, is incorporated by reference to the Company's
definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A in connection with the Company's 2012 Annual Meeting of Shareholders
under the heading "Other Information—Section 16(a) Beneficial Ownership Reporting Compliance." The information called for by Item 10, as to the audit
committee and the audit committee financial expert, is incorporated by reference to the Company's definitive Proxy Statement to be filed with the SEC
pursuant to Regulation 14A in connection with the Company's 2012 Annual Meeting of Shareholders under the heading "Meetings of the Board of Directors
and Committees of the Board—Audit Committee." The information called for by Item 10, as to executive officers, is set forth under Executive Officers of the
Registrant in the Supplementary Item in Part I of this Annual Report on Form 10-K. The information called for by Item 10, as to directors, is incorporated by
reference to the Company's definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A in connection with the Company's 2012 Annual
Meeting of Shareholders under the headings "Election of Directors (Item 1)" and "Board Practices—Other Matters Relating to Directors."
The Company has adopted a code of ethics, the Code of Ethical Business Conduct, which applies to its principal executive officer, principal financial
officer, principal accounting officer or controller, or persons performing similar functions, and all other employees and non-employee directors of the
Company. The Code of Ethical Business Conduct is posted on the Company's website (www.delphi.com). The Company intends to satisfy the disclosure
requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the code of ethics that applies to the Company's
principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such
information on the Company's website, at the address specified above.
The Company's Corporate Governance Guidelines and charters for each Committee of its Board of Directors are also available on the Company's
website. The Code of Ethical Business Conduct, Corporate Governance Guidelines and charters are also available in print to any shareholder who submits a
request to: Corporate Secretary, Delphi Automotive PLC, c/o Delphi Automotive Systems, LLC, 5725 Delphi Drive, Troy, Michigan, 48098.
Information on the Company's website is not deemed to be incorporated by reference into this Annual Report on Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
The information called for by Item 11 is incorporated by reference to the Company's definitive Proxy Statement to be filed with the SEC pursuant to
Regulation 14A in connection with the Company's 2012 Annual Meeting of Shareholders under the headings "Director Compensation," "Compensation
Discussion and Analysis," "Executive Compensation" and "Report of the Compensation and Human Resources Committee."
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
The information called for by Item 12, as to security ownership of certain beneficial owners, directors and management, is incorporated by reference to
the Company's definitive Proxy Statement to be filed with the SEC pursuant to Regulation 14A in connection with the Company's 2012 Annual Meeting of
Shareholders under the headings "Security Ownership of Certain Beneficial Owners" and "Security Ownership of Management."
Information as of December 31, 2011 about the Company's ordinary shares that may be issued under all of its equity compensation plans is set forth in
Part II Item 5 of this Annual Report on Form 10-K.
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