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Corporate Governance

The Board of Directors believes that adherence to sound corporate governance principles and practices is integral to ensuring that Visteon is operated with the highest standards of responsibility, ethics and integrity and in the best interests of its employees, shareholders and the community.

Communicating with the Board of Directors

The company and its Board of Directors believes that stockholders should have the right to communicate directly with the Board. For this reason, the company has established the following means of communication with directors:

Electronic Communications:

Stockholders may communicate with the chair of any of the committees of the Board by sending an email to (1) for the chair of the Audit Committee, audit5@visteon.com; (2) for the chair of the Organization and Compensation Committee, comp2@visteon.com; (3) for the chair of the Corporate Governance and Nominating Committee, corpgov@visteon.com; or (4) for the chair of the Finance and Corporate Strategy Committee, finance@visteon.com.

Stockholders may communicate with the outside directors as a group by sending an email to osdirect@visteon.com.

Communications by Mail:

Stockholders may communicate with one or more members of the Board or to the Board collectively via hard copy mail delivered to the company’s principal executive office located at Visteon Corporation, One Village Center Drive, Van Buren Township, MI 48111 USA. 

All such communications, whether by email or hard copy, must include a statement that the author of the communication is a beneficial or record owner of shares of common stock of the company.  All qualifying communications received by the company shall be directed to the Corporate Secretary.  The Corporate Secretary will maintain a log and copies of all qualifying communications.  The Corporate Secretary shall review all qualifying communications and shall remove communications that represent “spam” or relate to the purchase or sale of products or services, communications from suppliers or vendors relating to the obligations of the company or one of its subsidiaries to such supplier or vendor, communications from pending or threatened opposing parties in legal or administrative proceedings regarding matters not related to securities law matters or fiduciary duty matters and any other communications that the Corporate Secretary deems, in his or her reasonable discretion, unrelated to the business of the company.

The Corporate Secretary shall compile all qualifying communications not removed as provided above and shall distribute such qualifying communications to the intended recipient(s), as appropriate.  A copy of any qualifying communication that relates to the company’s accounting and auditing practices shall also be sent directly to the Chairman of the company’s Audit Committee, whether or not it was directed to such person.

Highlights

Board of Directors
Committee Composition

Committee Charters

 Audit Committee Charter
 Corporate Governance and Nominating Committee Charter
 Finance and Corporate Strategy Committee Charter
 Organization and Compensation Committee Charter
 Technology Committee

Governance Documents

 Corporate Governance Guidelines
 Charter for Non-Executive Chairman
 Policy Statement on Poison Pills
 Policy Statement on Shareholder Proposals
 Certificate of Incorporation
 Bylaws
 Disclosure Policy