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Visteon's ethics and compliance program is based on the company’s Ethics and Integrity policy. This policy describes the company's expectations regarding the standards of behavior and conduct of employees. It underscores our dedication, at all levels of the organization, to the behaviors underlying our ethical standards. The policy is translated into 10 languages and distributed to our employees throughout the world. The company also maintains an ethics “hotline” and encourages employees to report any concerns or failures in compliance. Visteon has implemented a process under which employees can bring any concerns regarding matters of ethics and compliance to the direct attention of Visteon's Audit Committee. Through an annual report presented to the Audit Committee, the company describes its activities and compliance within our ethics areas.

Code of Basic Working Conditions
As an extension of our ethics and compliance program, Visteon adopted its own Code of Basic Working Conditions in 2006. This code sets requirements and expectations related to the following areas:

  • Child Labor
  • Compensation
  • Forced Labor
  • Freedom of Association and Collective Bargaining
  • Harassment and Discrimination
  • Environment, Health and Safety
  • Work Hours
  • Responsibility and Implementation

Visteon is committed to ensuring its suppliers are aligned with the company's ethics and compliance program. Visteon issues to all of its suppliers terms and conditions that include compliance with all applicable laws and regulations, including those relating to environmental matters, wages, working hours, conditions of employment, discrimination, health and safety. The terms and conditions also require that suppliers attest that any supplies purchased by Visteon will not be produced with forced labor either by the supplier or its suppliers.

Conflict Minerals
On Aug. 22, 2012, the U.S. Securities and Exchange Commission (SEC) adopted final rules to implement section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. This law imposes reporting requirements on manufacturers if the products they manufacture or contract to manufacture contain minerals identified as "Conflict Minerals." The rules define Conflict Minerals as cassiterite, columbite-tantalite, wolframite and gold, as well as their derivatives tin, tantalum and tungsten. Other minerals may be identified in the future at the discretion of the U.S. Secretary of State.

To comply with this law, Visteon must impose new reporting requirements on its supply chain regardless of where the components and materials are purchased. Visteon has been working closely with the Automotive Industry Action Group (AIAG), and with our customers and other Tier 1 suppliers, to ensure consistency in the tools used to establish this process. Requirements similar to those of other automotive and cross-industry manufacturing companies with SEC or commercial reporting obligations were cascaded to Visteon’s supply chain in December 2012. Visteon intends to do what we can to ensure the components and materials in our products, regardless of where they are assembled or sold, do not contain conflict minerals that have contributed to the armed conflict in the Democratic Republic of Congo (DRC) and surrounding countries.

For more information, see the Visteon Policy for a Responsible Global Supply Chain of Minerals from Conflict-Affected and High-Risk Areas and the 2013 Conflict Mineral Report.

Governance – Board of Directors
There are currently four Board committees in the Board Committee Structure: Audit, Finance and Corporate Strategy, Corporate Governance and Nominating, and Organization and Compensation.

  1. Audit
    The Audit Committee's purpose shall be to assist the Board of Directors in its oversight of the integrity of the Corporation's financial statements, the Corporation's compliance with legal and regulatory requirements, the independent auditors' qualifications and independence, and the performance of the Corporation's internal audit function and its independent auditors. The Audit Committee shall be directly responsible for the appointment, compensation, retention and oversight of the work of any independent auditors, and each such auditor shall report directly to the Audit Committee.


  2. Finance and Corporate Strategy
    The purpose of the Finance and Corporate Strategy Committee is to consider and make recommendations to the Board of Directors regarding issues impacting the financial structure and strategic direction of the Corporation, including, but not limited to, revisions to the Corporation’s capital structure; mergers, acquisition and divestiture activities; and changes to the scope and mix of business.


  3. Corporate Governance and Nominating
    The purpose of the Corporate Governance and Nominating Committee is to assist the Board in monitoring and developing the Corporation’s corporate governance practices and procedures, identifying qualified individuals to become directors, determining the composition of the Board and its committees, and overseeing risks related to the Corporation’s corporate governance structure, practices and procedures.


  4. Organization and Compensation
    The purpose of the Organization and Compensation Committee is to evaluate and review the performance of the executive personnel of the Corporation and to develop and make recommendations to the Board of Directors with respect to executive compensation policies and plans, executive staffing and succession planning, organizational development, and equal opportunity and diversity policies, so as to ensure that senior management is rewarded appropriately for its contributions to the interests of the Corporation and its shareholders, and that the Corporation maintains the necessary processes to ensure the continuing development of organizational leadership.

Further details on Board committee charters and roles and responsibilities can be found on http://www.visteon.com/investors/govCommComp.html.