DELPHI 2014 Annual Report Download - page 148

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126
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Management of the Company, under the supervision and with the participation of the Chief Executive Officer and the
Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure
controls and procedures as of December 31, 2014. As defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the
“Exchange Act”), disclosure controls and procedures are controls and procedures designed to provide reasonable assurance that
information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized
and reported on a timely basis, and that such information is accumulated and communicated to management, including the
Company's Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure. The Company's disclosure controls and procedures include components of the Company's internal control over
financial reporting. Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that
the Company's disclosure controls and procedures were effective as of December 31, 2014.
Management's Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such
term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f), for the Company. Under the supervision of the Chief Executive
Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of the Company's internal
control over financial reporting as of December 31, 2014 based on the framework set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in “Internal Control-Integrated Framework (2013).” Based on that
evaluation, management has concluded that the Company's internal control over financial reporting was effective as of
December 31, 2014.
Ernst & Young LLP has issued an attestation report which is included herein as the Report of Independent Registered
Public Accounting Firm under the section headed Financial Statements and Supplementary Data for the year ended
December 31, 2014.
Changes in Internal Control over Financial Reporting
There were no material changes in the Company’s internal controls over financial reporting during the year ended
December 31, 2014 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls
over financial reporting.
ITEM 9B. OTHER INFORMATION
In connection with his previously announced appointment to the position of Delphi chief executive officer and
president on March 1, 2015, the Board approved the following compensation arrangements for Kevin P. Clark:
• Annual base salary of $1,100,000;
• Annual bonus target of 150% of base salary; and
• A long-term incentive award with a target value of $7,600,000 in the form of 75% performance-vesting and 25%
time-vesting restricted stock units, to be made in the normal course.
The terms and conditions of Mr. Clark's employment and compensation, including the application of his existing post-
service covenants, including non-compete and non-solicitation provisions, will continue to apply.