Inc. Whistleblower Policy I. OVERVIEW Inc., together with its subsidiaries and entities controlled by it (the Company ) is committed to honest, ethical and lawful conduct, full, fair, accurate, timely and transparent disclosure, and compliance with applicable laws and regulations. To assist the Company in fulfilling these commitments, you are strongly encouraged to disclose to and seek guidance from the appropriate Company authority if you believe any director, officer employee, or other person associated or doing business with the Company has engaged, is engaging, or may engage in any illegal or unethical behavior or has violated, or may violate any law, regulation or the Company s Code of Business Conduct and Ethics (the Code ). This Whistleblower Policy (this Policy ) establishes guidelines and procedures for the reporting and review of questionable accounting, internal accounting controls, or auditing matters (an Accounting Concern ), compliance with any legal or regulatory requirements, the Code or any of the Company s other compliance policies or procedures, or any other matter that could cause serious damage to the Company s reputation (together with any Accounting Concerns, Concerns ). This Policy is intended to encourage and enable employees and others to raise serious Concerns within the Company so that they can be swiftly addressed. In that way, we can better support an environment where compliance is valued and help ensure that the Company is meeting its ethical and legal obligations. This Policy applies to all officers, directors, and employees of the Company. II. SUPERVISOR AND MANAGER RESPONSIBILITIES If you are a supervisor or manager, you are responsible for continually emphasizing honesty and integrity as standards of performance for all employees. Any person receiving a Concern should contact the General Counsel promptly so that appropriate steps can be taken in accordance with this Policy. III. NO RETALIATION It is the Company s policy to protect those who communicate Concerns brought in good faith from any retaliation for such reporting. Consistent with the Company s policy and applicable law, no adverse employment action may be taken and retaliation is not permitted directly or indirectly against anyone who in good faith reports a Concern or provides assistance or information to the General Counsel, others in management, the Audit Committee or any other appropriate person or group, including any governmental, regulatory or law enforcement body, investigating or otherwise helping to resolve any Concern. An employee who retaliates against someone who has reported a Concern in good faith is subject to discipline up to and including termination of employment. All Concerns will be taken seriously and promptly reviewed as described below. IV. HOW TO RAISE A CONCERN Concerns may be submitted either in writing or orally by any officer, director or employee, or any other interested party, such as a stockholder or person associated or doing business with the Company. No form is required to submit a Concern, but you are encouraged to provide as much information and detail as possible so that the Concern can be properly investigated. In addition, Concerns may be submitted anonymously as described below. 1
While Concerns may be submitted at any time, it is recommended that a Concern be reported as soon as reasonably possible after becoming aware of the matter. A. Report to a Supervisor, Manager, or your Human Resources representative. In most cases, an employee s supervisor is in the best position to address a Concern. However, if you are not comfortable speaking with your supervisor or you are not satisfied with your supervisor s response, you are encouraged to speak with your Human Resources representative or anyone in management whom you are comfortable approaching. Human Resources will review Concerns it receives and determines whether the issue should be addressed by the Human Resources Department or escalated to the Corporate Integrity Committee. They, in turn, will forward the Concern to the Corporate Integrity Committee for review as described below. B. Use the Hotline or Corporate Integrity Mailbox. Concerns may also be reported by telephone through the Company s Hotline at the numbers attached to this policy as Appendix A. The Hotline is operated by an independent service provider ( Global Assurance Advisory Services or GAAS ) and is available in all languages where the Company has facilities. Concerns may also be reported to the corporateintegrity@mpgdriven.com mailbox. All Concerns are assigned a report ID number which is provided to you for follow-up and is designed to protect your identity and the confidentiality of your Concern throughout the Concern handling process. Global Assurance and Advisory Services will promptly report in writing all information provided by the person raising the Concern to the Corporate Integrity Committee for preliminary review as described below. A Concern reported using the Hotline may be anonymous if you prefer. C. Report to the General Counsel or the Corporate Integrity Committee or Internal Audit. Concerns may be directly reported to the General Counsel or Corporate Integrity Committee or Internal Audit through telephone, fax, email or regular mail as follows: Accounting Concerns c/o Legal Department Phone: 734-207-6200; Fax; 734-207-6471 The Corporate Integrity Committee is comprised of the General Counsel, the Senior Manager of Internal Audit, and the Global Compensation/HRIS Director D. Report to the Audit Committee. Accounting Concerns may be reported to the Audit Committee marked to the attention of: Audit Committee Chair c/o Senior Manager-Internal Audit 2
Any correspondence to the Chair of the Audit Committee will be clearly marked as an urgent matter for consideration by the Audit Committee. E. Report to the Senior Manager Internal Audit. Accounting Concerns may also be reported to the Senior Manager of Internal Audit marked to the attention of: Senior Manager Internal Audit If you are uncertain about whether your Concern is an Accounting Concern, you may report your Concern using any of the methods described above. V. PROCEDURES FOR RECEIVING AND REVIEWING CONCERNS A. Any person receiving a Concern should contact Human Resources or the Corporate Integrity Committee, which will coordinate further action. B. If the Concern is an Accounting Concern, such Concern will be promptly forwarded to the Audit Committee and the Senior Manager Internal Audit and, when possible, acknowledgement of receipt of the Accounting Concern will be sent to the sender. C. Other than as described in Section D below for Accounting Concerns or Concerns handled by Human Resources, the General Counsel or Corporate Integrity Committee is responsible for assessing each Concern on a preliminary basis to determine to what extent an investigation into the Concern is required. The General Counsel or Corporate Integrity Committee may request an investigation by someone with familiarity in accounting, internal accounting controls, auditing or Human Resources. The General Counsel may direct that the individual conduct the investigation at the direction of or in conjunction with an outside auditor, attorney or other consultant retained at the Company s expense. All investigations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation. In the event a Concern involves or implicates the General Counsel, the General Counsel will promptly recuse himself or herself from the investigation and inform the Audit Committee in writing. The Audit Committee may investigate such Concern or appoint impartial attorneys or other advisers to investigate the Concern. D. With respect to Accounting Concerns, the Audit Committee may, in its discretion, refer any Concern to the General Counsel for investigation or retain the matter for investigation by the Audit Committee (with notice to the General Counsel).The Audit Committee will be free in its discretion to engage at the Company s expense outside auditors, counsel or other experts to assist in the investigation of any Accounting Concern. The Audit Committee may delegate its responsibilities under this policy to the Chairman of the Audit Committee or to a subcommittee of the Audit Committee. E. Promptly after the completion of any investigation (by either the Audit Committee, the General Counsel, the Corporate Integrity Committee or the Senior Manager Internal Audit), the General Counsel or the Senior Manager Internal Audit will report the results of the investigation to the Chair of the Audit Committee and to the Audit Committee at the next Audit Committee meeting. 3
F. The Audit Committee will have the authority to direct that the appropriate corrective action be taken by the Company in response to any particular Concern. The Audit Committee may, in its discretion, consult with any member of the Company s management who may have appropriate expertise to assist in the analysis and evaluation of the Concern or any results of an investigation into a Concern. VI. CONFIDENTIALITY All Concerns received will be treated confidentially to the extent reasonable and practicable under the circumstances and pursuant to applicable law. VII. ATTORNEY-CLIENT PRIVILEGE Any records will be confidential to the Company and protected by attorney-client privilege and/or the attorney work product doctrine, to the extent permitted by law. Such records will be considered privileged and confidential. VIII. COMMUNICATION OF POLICY The Company will cause this Policy to be communicated to all officers, directors and employees. 4
APPENDIX A The Hotline can be reached as follows: Country Number Access Code Brazil 800-618-2327 0800-890-0288 or 0800-888-8288 China 800-618-2327 108-888 (Northern) or 108-11 (Southern) Czech Republic 800-618-2327 00-800-222-55288 France 800-618-2327 0800-99-0011 or 0805-701-288 Germany 800-618-2327 0-800-225-5288 India 800-618-2327 000-117 Italy 800-618-2327 800-172-444 Japan 800-618-2327 00-663-5111 (IDC) or 00-441-111 (JT) or 00-539-111 (KDDI) Korea 800-618-2327 00-309-11 9DACOM) or 00-729-11 (Korean Telecom) or 00-369- 11 (ONSE) Mexico 800-618-2327 01-800-288-2872 Spain 800-618-2327 900-99-0011 United Kingdom 800-618-2327 0-800-89-0011 (BT) or 0-500-89-0011 (C&W) United States 800-618-2327 n/a The Hotline will be answered in the local language. 5