Governance, Ethics, and Compliance

Company

Reporting Concerns

Governance

All employees at Dana Incorporated – from our officers and directors to every individual at any of our operations around the world – hold themselves to the highest standards of business conduct. We are both obligated and committed to always conducting business in a legal, ethical, and responsible manner, with a respect for human rights, just as we expect our employees to work together with mutual respect and in a spirit of collaboration.

We simply don’t compromise when it comes to conducting business with integrity and honesty. Thereby we can ensure that all our dealings are in compliance with all applicable legal requirements.

As a global company, we’ve translated versions of Dana’s Standards of Business Conduct into many languages, which is a required reading for all employees. These standards are the fundamental principles that guide all of us at Dana.

Dana's sustainability governance structure develops and implements our sustainability strategy and targets. It ensures that we focus on embedding sustainability into the business by implementing decisions throughout our organization. Our sustainability governance structure is outlined below.

Stakeholders

All internal and external stakeholders benefit from Dana’s robust ethics and compliance program. Dana’s Standards of Business Conduct are the backbone of its business conduct, ethics, and compliance program. The standards provide guidance to Dana people with regard to specific legal and business conduct risk areas and consequences of failure to satisfy our expectations. Dana also maintains other core corporate, operational, and functional policies that are required of all employees. The on-boarding process for new hires involves a written acknowledgment of the receipt of the Standards of Business Conduct and other policies. In addition, salaried employees at a manager level and above are expected to complete an annual questionnaire designed to identify any business conduct concerns.

Dana has a specific policy for handling internal investigations of possible business conduct and ethics violations and other matters involving fraud, theft, ethics, or financial reporting concerns. This policy establishes an affirmative obligation for employees to report ethics and business conduct matters that come to their attention. It also identifies the process for handling investigations, oversight, reporting, and related issues. Dana maintains a global Ethics and Compliance Helpline. The Helpline is a communication tool (both telephone and e-mail) that Dana people may use to raise concerns related to ethics or business conduct outside of their normal reporting channel.

Dana’s policy expectations are reinforced through systemic training and education programs. All salaried employees are expected to complete a core curriculum of ethics and compliance training programs upon entry into the compliance, along with additional programs that are assigned each year. Specialty programs covering particular risk topics are presented to target audiences on an on-going basis. Ethics and compliance is regularly integrated into other training programs such as, for example, Dana’s “Leadership Foundations” program, in which key performers participate in thought provoking discussions and exercises on topics critical to leadership.

Human Rights

A respect for human rights is a fundamental Dana policy. Dana’s Standards of Business Conduct state, “Each Dana person is obligated to conduct Dana’s business in a legal, ethical, and responsible manner with a respect for human rights.” In addition, Dana’s Policy on Corporate Social Responsibility and Human Rights sets forth Dana’s commitment to respect people, respect communities, respect the environment, and to respect law, ethics, and fairness. Dana also maintains policies and procedures that prohibit and guard against human trafficking and utilization of conflict minerals.

International Human Rights Conventions

Dana respects human rights in all our activities, and we conduct supply chain due diligence, provide grievance mechanisms and remedies. We assess risk, engage with stakeholders and conduct training. We seek to address concerns that may arise on a timely basis. Aligned with the UN Guiding Principles on Business and Human Rights, we are committed to respecting these widely accepted international human rights frameworks and charters and expect suppliers to adhere to the same standards.

UN Guiding Principles on Business and Human Rights

UN Declaration of Human Rights

OECD Guidelines for Multinational Enterprises

Public/Private Security Forces

Dana is committed to ensuring that its private security forces protect human rights.

Conflict Minerals

As a company with sales and manufacturing operations throughout the world, Dana supports the sourcing of minerals responsibly, as set out in the Standards of Business Conduct. We support ending the violence and human rights violations in the mining of certain minerals from a location described as the “Conflict Region,” which is in the Democratic Republic of the Congo (“DRC”) and neighboring countries. We support these requirements to further the humanitarian goal of ending violent conflict in the DRC and in surrounding countries, which has been partially financed by the exploitation and trade of conflict minerals.

It's our goal to:

Support the aims and objectives of U.S. legislation regarding the supply of conflict minerals
Not knowingly procure specified metals that originate from facilities in the “Conflict Region” that are not certified as “conflict free”
Ensure compliance with these requirements, and ask our suppliers to undertake reasonable due diligence within their supply chains to assure that specified metals are being sourced only from:
- Mines and smelters outside the “Conflict Region”
- Mines and smelters which have been certified by an independent third party as “conflict free” if sourced within the “Conflict Region”

If we discover the use of these minerals produced in facilities that are considered to be “non-conflict free,” in any material, parts or components we procure, we will take appropriate actions to transition the product to be “conflict free.”

Human Trafficking

Dana is committed to carrying out business responsibly, sustainably, and ethically. This includes ensuring that modern slavery and human trafficking is not taking place in any part of our business or supply chain. Our commitment includes:

Actions to combat modern slavery and human trafficking
Doing business in an ethical manner and with respect for our people and the communities in which they live
Respect for human rights issues, including combating abuses of them, and taking those issues seriously, whether through human trafficking, modern slavery, child labor or otherwise

Labor

Dana has long been committed to the principles of freedom of association for its employees and maintaining an open and productive relationship with unions who represent our employees in the various countries where we conduct business. This respect for the rights of our employees also extends to a recognition of the employee’s right to communicate their views on wages, hours and working conditions. Further, in the U.S. and Canada, we have maintained a neutrality agreement with our major unions for many years regarding efforts to organize plant locations.

Freedom of Association and Collective Bargaining

Dana supports worker rights, including those of its suppliers, to associate freely, to join or not join labor unions, bargain collectively, seek representation, and join workers’ councils, in accordance with local laws.

Anti-Corruption

Due Diligence Process for Third-Parties

In accordance with Dana’s Standards of Business Conduct and Anti-Corruption Policy, Dana prohibits bribery in any form. No Dana employee or representative may pay bribes or make other improper payments to any third party, including a government official. These obligations apply to all Dana officers, directors, and employees, as well as third parties acting on Dana’s behalf. In furtherance of this policy, Dana has a comprehensive global due diligence process in place that includes screening and on-going monitoring of third parties working on its behalf, such as sales agents, distributors, and consultants, against government sanctions and watch lists and other sources, utilizing external and internal resources.

Corporate Policies

Additional Governance Disclosures