REPORT OF THE AUDIT COMMITTEE
The Audit Committee consists of Mr. Cantie, Chair, Mr. Adams and Ms. Connors. All of the members of the Audit Committee meet the
independence and financial literacy requirements of the NYSE and the additional, heightened independence criteria applicable to members of the Audit Committee under SEC and NYSE rules. The Board has determined that each of Mr. Cantie and
Mr. Adams qualifies as an audit committee financial expert under the rules of the SEC.
The Audit Committee operates under a
written charter adopted by the Board, which is evaluated annually. The charter is available on the Companys website at
delphi.com
by clicking on the
tab Investors and then the caption Governance Documents under the heading Corporate Governance.
Primary Responsibilities
The
Audit Committee assists the Board in fulfilling its oversight responsibility relating to the integrity of the Companys financial statements, the Companys compliance with legal and regulatory requirements, the independent auditors
qualifications and independence, the performance of the Companys independent auditor and internal audit function, and the Companys code of business conduct and ethics.
The Audit Committee has the sole authority and responsibility to hire, evaluate and, where appropriate, replace the Companys independent auditor.
In addition, in its capacity as a committee of the Board, the Audit Committee is directly responsible for the appointment, compensation and general oversight of the work of the independent auditor. Furthermore, in connection with the mandated
rotation of the independent auditors lead engagement partner, the Audit Committee is directly involved in the selection of the new lead engagement partner.
Required Disclosures and Discussions
The Audit Committee engaged Ernst & Young LLP (EY) as our
independent auditor for the year ended December 31, 2018. The Audit Committee also discussed with EY those matters required to be discussed by EY with the Audit Committee under the rules adopted by the Public Company Accounting Oversight Board
(the PCAOB). The Committee also received the written disclosures and letter from EY required by the applicable requirements of the PCAOB regarding EYs communications with the Committee concerning independence. In addition, the
Committee discussed EYs independence with EY.
The Audit Committee also considered with EY whether the provision of non-audit services
provided by EY to the Company during 2018 was compatible with EYs independence and concluded that such non-audit services did not affect EYs independence. The Committee concluded that EY was independent from the Company and management.
Roles and Responsibilities
In its oversight role, the Committee relies on the work and assurances of the Companys management, which has the responsibility for establishing
and maintaining adequate internal control over financial reporting and for preparing the financial statements and other reports, and of the independent auditor, which is responsible for performing an audit of the consolidated financial statements of
the Company and the effectiveness of the Companys internal control over financial reporting in accordance with the standards of the PCAOB. The Audit Committees responsibility is to monitor and oversee these processes.
In this context, the Audit Committee has reviewed the Companys audited financial statements for the fiscal year ended December 31, 2018 and
has met and held discussions with management and EY. Management
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