DELPHI 2013 Annual Report Download - page 148

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126
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 2014 Annual Meeting of Shareholders (the “Proxy Statement”) 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 Proxy Statement under the headings
“Board Practices” and “Board Committees.” 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 Proxy Statement under the headings
“Election of Directors” and “Board Practices.”
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 Proxy Statement under the headings
“Director Compensation,” “Compensation Discussion and Analysis” and “Compensation Committee Report.”
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 Proxy Statement under the headings “Security Ownership of Certain Beneficial
Owners” and “Security Ownership of Management.”
Information as of December 31, 2013 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.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information called for by Item 13, as to director independence, is incorporated by reference to the Company’s Proxy
Statement under the heading “Board Practices.” The information called for by Item 13, as to related person transactions, is
incorporated by reference to the Company’s Proxy Statement under the heading “Relationships and Related Party
Transactions.”
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information called for by Item 14 is incorporated by reference to the Company’s Proxy Statement under the heading
“Independent Registered Public Accountants’ Fees.”