Code of Conduct

JANUARY 2020

I am pleased to introduce you to MARELLI’s new

We expect our people to act with the highest levelglobal Code of Conduct. This is an essential partof integrity and also believe that transparencyof our commitment to operating as an ethicaland honesty are key values to build solid, long-and responsible global citizen and forms a major

lasting relationships with all the stakeholders.

part of how we work and our global corporate

The Code of Conduct is a valuable resource

culture. It applies to all our stakeholders andthat reflects who we are as a Company and ouroffers a clear framework around how we interact

desire to foster a shared ethical philosophy. We

withactively encourage colleagues across the world

customers,

suppliers,

communities,

governments and employees.

to realise their responsibility in adhering to andThis Code represents a direct expression of ourapplying these principles in their day to day

core values: Innovation, Diversity, Collaboration,business operations.

Sustainability and Excellence (Monozukuri).

I thank you for your consideration.

We are committed to doing business responsibly
and to building a diverse and inclusive culture
where everyone feels respected and valued. We
recognize that our people are our strength, they
are the key source to create innovation.

Beda Bolzenius
President and CEO
MARELLI Group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 Group’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

14

CODE OF CONDUCT

Purpose & Scope
Why We Have a Code of Conduct
The Code of Conduct aims to ensure that all membersof Marelli Group’s workforce act with the highest level ofintegrity, comply with applicable laws and build a better
future for 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 in our
day-to-day activities. Marelli Group’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 stayon track, guiding us when we do not know which pathto take. It is a valuable resource that reflects who weare as a Company. Marelli Group 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 Group promotes the continuous development ofa set 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 Magneti Marelli CK Holdings Co., Ltd. The
Code applies to all legal entities belonging to MarelliGroup and applies to Marelli Group’s worldwide
workforce (Directors, Officers, Auditors1, Employees, fulltime or part-time, Contract workers, other temporary
employees) in their business relations with internal andexternal stakeholders.

Our Responsibilities
Within Marelli Group, we expect everyone, including
our partners, 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 MarelliGroup.
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
We depend on you to make gooddecisions that reflect positively on
Marelli Group.

who violates the Code of Conduct or our policies will
be 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 Group has a global workforce located in many
countries with varying legal requirements and we eachhave an affirmative obligation to comply with the lawsof the region where we perform our work. If the Codeand local laws are consistent with each other, you are
expected to comply with both. However, where laws andregulations in a particular jurisdiction are more lenient
than those contained 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 Group recognizes the vital role that honest,
clear and effective communication plays in sustaining
internal and external relationships and in ensuringhigh standards in our business. Creating a climate
where open, two-way communication flows easily is
key to our continued success. We seek to promote
understanding between leadership and our workforce
as well as between Marelli Group and our stakeholders,the business community and the public at large.

Transparency and honesty are values to which we holdevery individual accountable; therefore, protecting
our proprietary information and communicating ina consistent fashion contribute to maintaining the
integrity of our business.
Creating a climate where open, twoway communication flows easily is key
to our continued success.

6

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 Group, we make surethat our products meet applicable safety laws andrequirements as well as our customers’ expectations for
quality and sustainability.

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 Group may sell goods, technology andexchange information. Marelli Group’s policy is to fullycomply with all export control and customs laws andregulations requirements. In some cases, these laws
may prohibit doing business in certain countries, or

impose requirements for licenses before goods ortechnology may be exported or exchanged. Customs
laws require accurate documentation and proper
reporting and valuation 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.

7

Anti-Corruption and Anti-Bribery
At Marelli Group, we care about how our actions
affect our society. We do not tolerate activities thatlead to corruption 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

or accept 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 Group 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 Group employee you
play an important 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 Group employee you play
an important 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 Group prohibits money laundering or any
activity that facilitates money laundering, the fundingof terrorism, or other illegal activities. We monitor
our transactions carefully to prevent the use of MarelliGroup 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.

8

CODE OF CONDUCTEngaging in Sustainable Practices
Conducting sustainable business practices is a core
part of an ongoing transformation at Marelli Group
that encourages the adoption and sharing among
our business partners of sustainable practices. Morespecifically, Marelli Group considers collaboration withthe supply chain an integral part of its success and,
therefore, strives to operate as an integrated team withour business partners.
Marelli Group 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 Group.

Responsibilities To Employees
Our people
Equal Opportunity and Respect

A Diverse Workforce

Marelli Group members come from a variety ofdifferent backgrounds, bringing unique talents andperspectives to our organization. At Marelli Group, 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 betreated fairly and with respect. We will maintain aworking environment that is free of harassment andother inappropriate behavior. At Marelli Group, we donot tolerate any activity that creates an intimidating,discriminatory, demeaning, or offensive working
environment.
At Marelli Group, we celebrate ourdiverse 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 MarelliGroup members. We also expect everyone we workwith to share our values.
9Our Workplace
Maintaining a safe and healthy workplace is important
for the wellbeing of Marelli Group members. At
Marelli Group, we are committed to promoting a“culture of safety” where everyone can thrive. As partof that commitment, we do not tolerate behavior that

could threaten the health and safety of Marelli Group
members and we actively promote a culture of accident
prevention and risk awareness among workers, inparticular through the provision of adequate 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 Group’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 Group’s assets.

10

CODE OF CONDUCT

Data Privacy
In the conduct of its business operations, MarelliGroup collects a significant amount of personallyidentifiable information and is committed toprocessing such information only in compliance withall applicable data protection laws and as authorizedby our security and privacy policies. To this end,
Marelli Group shall secure high levels of security inthe selection and use of its information technology

systems designed to process personally identifiable
information.
All of us share a responsibility to protect MarelliGroup’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 Group and work to ensure its
success. As a member of Marelli Group, we dependon you to make decisions and act in Marelli Group’s
best interest. When you are involved in an activity orsituation that creates a conflict of interest between you
and Marelli Group, it can make it difficult for you to do
All of us have a responsibility to avoid
conflicts of interest and to never use
our position for personal gain.

your job effectively and objectively. Even the appearanceof a conflict of interest can harm Marelli Group andour reputation. All of us have a responsibility to avoid
conflicts of interest and to never use our position for
personal gain. Any situation that constitutes a conflictor gives the appearance of a potential conflict must
be disclosed immediately to your Supervisor, Human
Resources Department or to your reference Legal andCompliance 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.

11

Maintaining Appropriate Records
Marelli Group’s policy is to maintain effective internal
control systems to assure appropriate authorization
for business transactions and other corporate
activities. These systems enable it to provide full, fair,accurate, timely and understandable disclosure in
reports and documents that Marelli Group files with orsubmits 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 Group and should be created and maintained ina manner 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 Group. We make sure that we
disclose information and make public statements withintegrity to maintain the trust of our shareholders,investors, and other 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.

12

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 Group is committed to continuously improving
the environmental performance of its operations,and to complying with all relevant legal andregulatory requirements. Moreover we encourage thedevelopment 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
to a number of causes. We also encourage andsupport members of Marelli Group who are involved incommunity activities outside of work.

Marelli Group’s philanthropic initiatives can be guided by
the responsible local management with the supervisionof 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 Group’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 Group is committed to not involving any antisocial 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.
13

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 Legal andCompliance Department.
• At certain times, you may feel more at ease if youreport the violations anonymously, using the otherreporting channels made available by the Company.
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.

14