Code of Conduct

JANUARY 2020
Updated version October 2022

Dear Colleagues

I also encourage you to speak up when you see
any behaviors or conduct that may not seem toMarelli’s reputation starts with our conduct on abe in line with our Code of Conduct. Speaking up

personal level.

gives us an important early warning that will allow
us to address possible issues at an early stage.

As part of the Marelli team, we must each takeaccountability for our role in helping Marelli

You can raise concerns via any of the channels

conduct itself as a responsible business in ordercovered on p.14 (“Raising Concerns”), including theto create long-term sustainable growth for ourIntegrity Hotline (marelli.ethicspoint.com) whichstakeholders.

is an efficient way for you to raise any concerns,
while also allowing you to remain anonymous if

For this purpose, the MARELLI Code of Conduct

you prefer. Please be assured that we will treat all

establishes the shared values and fundamental

concerns seriously, and we will not tolerate any

principles that everyone at Marelli must uphold.

retaliation against those who raise concerns in

We also require that our partners and suppliers

good faith.

comply with the requirements set out in this Code of
Conduct for conducting business with our Company.
I encourage each of you to familiarize yourself with
the Code of Conduct and use it as a manual for
how you should conduct your day-to-day activities.

David Slump
President and CEO,MarelliTABLE
OF CONTENTS
Purpose & Scope
Why We Have a Code of Conduct
Our Responsibilities
Responsibilities of Our Supervisors
Communicating Effectively

5-6

Responsibilities to Business Partners
Providing Accurate Information to Our Customers
Our Products
Competition Laws
Export, Import and Anti-Boycott Laws
Anti-Corruption and Anti-Bribery
Building Impartial and Fair Relationships
Engaging in Sustainable Practices

7-9

Responsibilities to Employees
Our People
Respecting Human Rights
Our Workplace

9-10

Responsibilities to the Company
Protecting Marelli’s Assets
Protecting Confidentiality
Avoiding Conflicts of Interest
Using Social Media
Maintaining Appropriate Records

10-12

Responsibilities to Shareholders & Investors
People We Serve
Inside Information and Securities Trading

12

Responsibilities to Society
On the Road
Preserving and Protecting the Environment
Corporate Citizenship and Community Involvement
Government Inquiries and Litigation
Exclusion of Anti-Social Forces

13

Raising Concerns
Raising Concerns

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CODE OF CONDUCT

Purpose & Scope
Why We Have a Code of Conduct
The Code of Conduct aims to ensure that all members ofMarelli’s workforce act with the highest level of integrity,
comply with applicable laws and build a better futurefor our Company and the communities where we run
our business.
We are committed to doing business right. Sometimes
that means we need help making the right choices inour day-to-day activities. Marelli’s Code of Conduct helps
us make decisions when the answers are not clear. Our
workplace, like the world we live in, is dynamic. It is
growing and changing, placing new challenges before
us each day. The Code of Conduct is a tool to help us
stay on track, guiding us when we do not know whichpath to take. It is a valuable resource that reflects who
we are as a Company. Marelli endorses the United
Nations (“UN”) Declaration on Human Rights and theInternational Labor Organization (“ILO”). Accordingly,
the Code of Conduct is intended to be consistent with

The Code of Conduct is a tool to help
us stay on track, guiding us when we
do not know which path to takesuch guidelines.
Marelli promotes the continuous development of aset of Procedures geared to providing further details
on the actions and behaviors to implement, to ensurecompliance with the internal rules and the laws in force.
The Code of Conduct is approved by the Board of
Directors of Marelli Holdings Co., Ltd. The Code applies
to all legal entities belonging to Marelli and applies
to Marelli’s worldwide workforce (Directors, Officers,
Auditors1, Employees, full-time or part-time, Contract
workers, other temporary employees) in their business
relations with internal and external stakeholders.

Our Responsibilities
Within Marelli, we expect everyone, including ourpartners, customers, suppliers, and contractors towork ethically and transparently, to be accountable for
their work, consistent with the Code of Conduct and allapplicable laws and regulations. We depend on you tomake good decisions that reflect positively on Marelli.
Each of us has a responsibility to read, refer to, andunderstand the Code of Conduct. When potential
breaches are detected, we must take action and seek
help if we have questions or concerns. Our commitment
to integrity is something we take seriously. Anyone who
violates the Code of Conduct or our policies will be
We depend on you to make gooddecisions that reflect positively on
Marelli.

subject to disciplinary action, up to and including
termination of employment, in accordance withapplicable law. Any violation of the Code will be reviewed
in a fair and equitable manner by the appropriate
functional area(s).
Marelli has a global workforce located in many countries
with varying legal requirements and we each have anaffirmative obligation to comply with the laws of theregion where we perform our work. If the Code and local
laws are consistent with each other, you are expected tocomply with both. However, where laws and regulations
in a particular jurisdiction are more lenient than thosecontained in this Code, the Code shall prevail.
Nevertheless, any questions regarding a potential
conflict should be directed to the reference Legal andCompliance Department.

5
1 Auditors as defined under the Japanese Companies Act Article 2(ix).

Responsibilities of Our Supervisors
Those in supervisory roles have a greater responsibility.
They set the ethical tone for the workplace and may beheld accountable if an employee they supervise violates
the Code of Conduct.
If you supervise others, remember to:- Be a good role model
As a supervisor, you have a unique role in driving
integrity in the workplace. Set the right tone from the
top and demonstrate your commitment to the Code of
Conduct. It is important that your actions reflect ourvalues and our commitment to ethical behavior.
- Foster an ethical culture
Speak to your team members about the importanceof seeking guidance and reporting possible violationsof Code of Conduct. Promote an open dialog about
ethical issues and be available when team members

have concerns. Reward ethical behavior and neverretaliate or tolerate retaliation against anyone whoreports a good faith concern or cooperates withinvestigations and audits.
- Be familiar with the Code of Conduct
Lead by example. Become familiar with the Codeof Conduct, our policies, laws and regulations that
apply to your team. Educate team members aboutcompliance issues and let them know they can cometo you with questions and concerns.
- Report unethical behavior
We depend on you to report unethical behavior.
Make sure that team members also know about thechannels made available by the Company and about
their responsibility to speak up if they know of orsuspect misconduct.

Communicating Effectively
Marelli recognizes the vital role that honest, clear andeffective communication plays in sustaining internal andexternal relationships and in ensuring high standards
in our business. Creating a climate where open, twoway communication flows easily is key to our continued
success. We seek to promote understanding between
leadership and our workforce as well as between
Marelli and our stakeholders, the business community
and the public at large. Transparency and honesty arevalues to which we hold every individual accountable;
therefore, protecting our proprietary information andcommunicating in a consistent fashion contribute tomaintaining the integrity of our business.

Creating a climate where open, twoway communication flows easily is key
to our continued success.

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CODE OF CONDUCT

Responsibilities to Business Partners
Providing Accurate Information to Our Customers
Our customers are our top priority and we arecommitted to providing fair and accurate information tomaintain their confidence and trust.

Our Products
People who drive cars made with our products trustthem to operate safely. We recognize the high level oftrust people place in us and put the quality and safetyof our products first. At Marelli, we make sure that our

products meet applicable safety laws and requirements
as well as our customers’ expectations for quality andsustainability.

Competition Laws
Competition is a vital part of a healthy marketplace. We
support a market that is free, open, and fair, which is
why we comply with laws that promote competition.
Competition laws are designed to help foster a free andopen market. All of us have a responsibility to follow
these laws and avoid actions that can be seen as an
attempt to limit or restrain competition.

Export, Import and Anti-Boycott Laws
People use our products in countries around the world.
As a global Company, we are subject to a number oflaws that regulate where and with whom we can dobusiness. We comply with all import and export laws.
Export control and customs laws regulate where andhow Marelli may sell goods, technology and exchange
information. Marelli’s policy is to fully comply withall export control and customs laws and regulations
requirements. In some cases, these laws may prohibit
doing business in certain countries, or impose

requirements for licenses before goods or technology
may be exported or exchanged. Customs laws require
accurate documentation and proper reporting andvaluation of goods.
We also comply with anti-boycott laws that may prohibit
participation in foreign (non-US) boycotts and limit
disclosure of information about business activities andpersonnel, and may require the reporting of certain
types of requests for information or participation in
boycotts.

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Anti-Corruption and Anti-Bribery
At Marelli, we care about how our actions affect oursociety. We do not tolerate activities that lead tocorruption or to any other adverse effects on anywhere
we do business. No one - director, officer, or other
employee or representative - shall, directly or indirectly,
give, offer, request, promise, authorize, solicit oraccept bribes or any other perquisite (including gifts
or gratuities, with the exception of commercial items
universally accepted in an international context ofmodest economic value, permitted by applicable laws
and in compliance with the Code) in connection with
their work for Marelli at any time for any reason.

Building Impartial and Fair Relationships
Building great business relationships is an importantpart of building a successful Company. That is why wemake sure that we are ethical and transparent whenworking with others. As a Marelli employee you play animportant role in preserving our relationships and our
reputation.
Our business partners, including our vendors andsuppliers, are an important part of our Company. Make
sure you act ethically when working with business
partners and help us preserve our reputation at every
stage of the relationship.
Sensitive or Confidential Information Gathering
We win business because of the quality of our products
and people, not because of unfair business practices.
Gathering information about our competitors, partners
and vendors is acceptable as long as it is done legallyand ethically. When we gather sensitive and confidential
information, we do so with integrity and avoid even theappearance of illegal or improper conduct.

As a Marelli employee you play animportant role in preserving our
relationships and our reputation.

We are proud to be a Company thatour business partners can trust.
Do your part to help us maintainethical business relationships.
Gifts, Entertainment, and Hospitality
Exchanging of courtesy gifts is permitted and is a way
for us to strengthen business relationships. However,when we exchange gifts and entertainment, we comply
with applicable laws and Company policies, and are
careful to avoid doing anything that could even suggest
something improper.
Anti-Money Laundering
Marelli prohibits money laundering or any activity thatfacilitates money laundering, the funding of terrorism,or other illegal activities. We monitor our transactions
carefully to prevent the use of Marelli business to
support illegal activities.
We are proud to be a Company that our business
partners can trust.
Do your part to help us maintain ethical business
relationships.

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CODE OF CONDUCTEngaging in Sustainable Practices
Conducting sustainable business practices is a core partof an ongoing transformation at Marelli that encourages
the adoption and sharing among our business partnersof sustainable practices. More specifically, Marelli
considers collaboration with the supply chain an integral
part of its success and, therefore, strives to operate as
an integrated team with our business partners.
Marelli is also committed to sustainable practices in
its procurement activity. When purchasing goods orservices, you must ensure that:- Your purchases are in line with your spending authority,
corporate approvals, and restrictions as to permissible
types of goods or services; and- The selection of business partners is based not only

on the quality and competitiveness of their products
and services, but also on their adherence to social,
ethical and environmental principles, as outlined in
the Code of Conduct.
Responsible sourcing is promoted, and knowingly using
minerals that may be linked to human rights abuses isavoided. This commitment includes Conflict Minerals,
currently designated as tin, tungsten, tantalum andgold (3TG) from conflict-affected and high-risk areas.
The violation of the principles included in this Code of
Conduct by a business partner cannot be accepted byMarelli.

Responsibilities To Employees
Our people
Equal Opportunity and Respect

A Diverse Workforce

Marelli members come from a variety of different
backgrounds,
bringing
uniquetalents
andperspectives to our organization. At Marelli, wecelebrate our diverse workforce and make sure thateveryone has an equal opportunity to succeed. We
recruit, train and advance our employees based on
their qualifications and merit, regardless of race, color,
gender, sexual orientation, gender identity, language,
religion, political or other opinion, national or social
origin, property, disability, birth or other status.

All the members of our workforce deserve to be treatedfairly and with respect. We will maintain a working
environment that is free of harassment and otherinappropriate behavior. At Marelli, we do not tolerate
any activity that creates an intimidating, discriminatory,
demeaning, or offensive working environment.

At Marelli, we celebrate our diverse
workforce and make sure thateveryone has an equal opportunity tosucceed.

Respecting Human Rights
We believe that all human beings everywhere deserve
to be treated with dignity and respect. We comply with
employment laws everywhere we do business andrespect the fundamental human rights of all Marelli
members. We also expect everyone we work with toshare our values.
9Our Workplace
Maintaining a safe and healthy workplace is important
for the wellbeing of Marelli members. At Marelli, weare committed to promoting a “culture of safety” where
everyone can thrive. As part of that commitment, we
do not tolerate behavior that could threaten the healthand safety of Marelli members and we actively promotea culture of accident prevention and risk awarenessamong workers, in particular through the provision ofadequate training and information.

Responsibilities to the Company
All employees have an obligation to abide by the Code of Conduct in their job tasks and activities in the most effective
and professional way, in line with our principle of business integrity.
It is the professionalism and commitment of our employees that enables us to build a culture of excellence. All
members of the Marelli workforce, at all levels of skill and responsibility, are encouraged to deliver the highest levelof performance, while staying true to our values of innovation, collaboration, diversity, sustainability, and excellence.
We expect all employees to strictly comply with all the principles of this Code of Conduct.

Protecting Marelli’s Assets
Every day, our assets help us do our jobs effectively.
Because of the important role our assets play in ourwork, we do our part to protect them. Preserving ourassets ensures that we continue to deliver the bestproducts and stay competitive in the marketplace.
Physical Assets
Physical Assets are tangible things like furniture, tools,
and inventory. We depend on you to treat physicalassets with care to prevent any of our assets from being
damaged, defective, or in need of repair.
Electronic Assets
Electronic Assets include things like email, internet
access, phones, computer hardware, and software. It is
the responsibility of each workforce member to protect
and properly use the Company assets.

Respecting Intellectual Property
Respecting Intellectual Property means that we use
it only for business purposes and never disclose it toa third party without Company approval. Our name,ideas, logos, patents, and copyrights are all examples ofintellectual property. We also respect others’ intellectual
property, meaning that we never misuse or infringe
upon the intellectual property of any third party.
Protecting Trade Secrets
Protecting Trade Secrets - such as confidential andproprietary information - is everyone’s responsibility. Never
disclose, discuss, or otherwise reveal our confidential
business practices or other proprietary information.
All of us share a responsibility toprotect Marelli’s assets.

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CODE OF CONDUCT

Data Privacy

personally identifiable information.

In the conduct of its business operations, Marelli
collects a significant amount of personally identifiable
information and is committed to processing suchinformation only in compliance with all applicabledata protection laws and as authorized by our security
and privacy policies. To this end, Marelli shall securehigh levels of security in the selection and use of its
information technology systems designed to process

All of us share a responsibility to protect Marelli’s
assets.
Safeguarding our assets, respecting
intellectual property, and protecting trade secrets
will help us maintain our competitive advantage andensure that you have the resources you need to be
successful.

Protecting Confidentiality
We respect the confidentiality of our stakeholders, which
is why we take measures to maintain their confidential
information. This means that we treat confidential

information with care and take precautions to prevent
unauthorized disclosure.

Avoiding Conflicts of Interest
We are all loyal to Marelli and work to ensure its success.
As a member of Marelli, we depend on you to makedecisions and act in Marelli’s best interest. When you
are involved in an activity or situation that creates a
conflict of interest between you and Marelli, it canmake it difficult for you to do your job effectively andAll of us have a responsibility to avoid
conflicts of interest and to never use
our position for personal gain.

objectively. Even the appearance of a conflict of interest
can harm Marelli and our reputation. All of us have a
responsibility to avoid conflicts of interest and to neveruse our position for personal gain. Any situation that
constitutes a conflict or gives the appearance of apotential conflict must be disclosed immediately toyour Supervisor, Human Resources Department or toyour reference Legal and Compliance Department, or
through other channels made available by the Company.

Using Social MediaSocial media is a great forum for building relationships
and allows us to stay connected with friends and family.
We believe that it is important to use social media theright way and exercise good judgment. What we say onsocial media reflects on who we are as people and as a
Company.

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Maintaining Appropriate Records
Marelli’s policy is to maintain effective internal control
systems to assure appropriate authorization forbusiness transactions and other corporate activities.
These systems enable it to provide full, fair, accurate,
timely and understandable disclosure in reports anddocuments that Marelli files with or submits to applicable
authorities and its other public communications.

To achieve this standard, the workforce is expected
to maintain accurate and complete internal recordsof all business activities and arrange for appropriate
authorization and documentation of transactions
and commitments with our customers and business
partners. Company records are the sole property ofMarelli and should be created and maintained in amanner consistent with our policies.

Responsibilities to Shareholders& Investors
People We Serve
Disclosing Accurate Information

Having an Appropriate Accounting Process

Providing complete, timely, and accurate information
to our stakeholders is important to the successful
operation of Marelli. We make sure that we disclose
information and make public statements with integrity
to maintain the trust of our shareholders, investors, andother stakeholders.

Maintaining accurate financial records is essential
to meeting our obligations as a Company. We arecommitted to recording our financial transactions
honestly and according to generally accepted
accounting principles. We are also committed to
managing our business records appropriately to meet
our legal, tax, and regulatory requirements.

Inside Information and Securities Trading
We take our obligations under the securities law ofeach country seriously. We never trade based on
inside information about our Company or about ourcustomers, vendors, subcontractors, business partners,
or competitors.

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CODE OF CONDUCT

Responsibilities to Society
On the Road
As part of the automotive industry, we believe in setting
a good example. We are committed to safe driving,abide by all traffic laws, and make every effort topromote traffic safety knowledge and safe driving both

inside and outside the workplace.
You are expected to drive responsibly, obeying traffic
rules to ensure your and others’ safety.

Preserving and Protecting the Environment
We strive to be environmentally
responsible in everything we do
as a Company to contribute to asustainable society.
We are committed to minimizing the environmental
impact of our direct and indirect operations as well asof our products.

Marelli is committed to continuously improving theenvironmental performance of its operations, andto complying with all relevant legal and regulatory
requirements.
Moreoverweencouragethedevelopment of products that can improve vehicles’
efficiency and reduce overall carbon footprint. We strive
to be environmentally responsible in everything we do
as a Company to contribute to a sustainable society.

Corporate Citizenship and Community Involvement
We have worked to earn the respect of the communities
we serve by being good corporate citizens. Everywhere
we work, we strive to make people’s lives better. As a
Company, we give our time, talent, and resources toa number of causes. We also encourage and support
members of Marelli who are involved in community
activities outside of work.

Marelli’s philanthropic initiatives can be guided by the
responsible local management with the supervision of
the central functions. In considering which initiatives
to support, the Company is mindful that support ofone organization and/or initiative must not result inalienating or offending others in our workforce orcommunity.

Government Inquiries and Litigation
It is Marelli’s policy to appropriately respond to lawful
requests from government authorities or external
agencies as well as properly authorized requests andcourt orders in lawsuits. All information provided must

be honest and truthful. It is not acceptable to conceal ordestroy information related to these requests or orders,
whether reasonably anticipated or actually pending.

Exclusion of Anti-Social Forces
Marelli is committed to not involving any anti-social
forces (such as organized criminals, corporate
racketeers, etc.) in our business activities, and to taking

prompt and appropriate measures to terminate allbusiness activities with individuals or organizations thatare discovered to be affiliated with anti-social forces.
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Raising Concerns
Raising Concerns
In the event that you observe or become aware that
the Code of Conduct or our policies and procedures arebeing violated, you have the responsibility, unless local
law provides otherwise, to report the matter.
You have several options from which to choose for
escalating your concerns:• In general, your Supervisor is the most immediate
available resource to address your concerns.
• If you believe the issue you wish to raise involves
your Supervisor, then you may also speak to yourSupervisor’s Manager.
• You can also contact your reference Human Resources
or Legal and Compliance Department.
• At certain times, you may feel more at ease if youreport the violations anonymously, using theIntegrity Hotline (marelli.ethicspoint.com).
It is our commitment to conduct due diligenceand investigate all the concerns expressed by our

workforce and third parties. Information concerning
allegations of wrongdoing will be evaluated byappropriate management personnel and assigned tothe appropriate level of investigation. If wrongdoing is
uncovered, appropriate corrective action will be taken
regardless of the level or position of whoever is involved.
Unless prohibited by local law, reports or inquiries may
be made on an anonymous basis.
All information provided and the identity of theindividual making the report will only be shared on a“need-to-know” basis with those who are responsible
for assessing and investigating the situation andempowered to undertake corrective action.
Retaliation against any individual who raises an issue ingood faith regarding a possible violation of the Code will
not be tolerated. Anyone who retaliates against such anindividual will be subject to disciplinary action, up to andincluding discharge.

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