WABCO (NYSE: WBC) is a leading

supplier of safety and control

systems for commercial vehicles.

For over 140 years, WABCO has

pioneered breakthrough electronic,

mechanical and mechatronic

and transmission automation

systems supplied to the worlds

leading commercial truck, trailer

and bus manufacturers. With sales

of $2.5 billion in 2012, WABCO
is headquartered in Brussels,

Belgium. For more information,

visit www.wabco-auto.com

Vehicle Control Systems

2013 WABCO All rights reserved 820 010 051 3 / 04.2013

technologies for braking, stability

Our Code of Conduct

Vehicle Control Systems

Contents

ALUES_Master.indd 1

1
2
3
4
5
6

Your obligation to the Code

The importance of the code and your adherence to it

Our personal responsibilities
Your actions as an individual

Our workplace responsibilities

Respect for your colleagues and your working environment

Our marketplace responsibilities

Your interactions with customers, suppliers and other industry

stakeholders

Our global responsibilities

Respect for the law and the environment

OUR SUPPORT FOR YOU

How WABCO helps you uphold the code

3/7/11 2:31:43 PM

A MESSAGE From our

Chairman and CEO

Integrity is a core business value at WABCO

It takes years to build a reputation for integrity and it is something that needs to be guarded and

maintained with fierce pride and effort. This code of conduct protects our integrity. It outlines the
standards of behavior we expect from you and provides practical guidance to help you make

good decisions, even in the complex situations we can frequently encounter as we conduct our
business around the world.

I urge you to review this document carefully and regularly. It will help us to live up to our

commitments to each other, our customers, our shareholders and the communities in which
we live and work.

Jacques Esculier

Chairman & Chief Executive Officer

WABCO Values

Integrity
Integrity governs our personal actions
and reflects our commitment to uphold
WABCOs reputation by being honest
and trustworthy in every aspect of
our business. Our personal integrity
is reinforced by adherence to shared
ethical principles and consistent
behaviors across WABCO.
Respect
Respect governs all our
working relationships. We
treat people with dignity,
honesty and fairness.

Because we respect people, we care about how our

decisions will impact them and always try to act in
ways that encourage mutual benefit and opportunity.
Passion for innovation
Passion for innovation is something everyone at
WABCO feels. It describes the way we constantly
encourage and celebrate bold ideas. It is the engine
of growth in our business and the foundation stone
upon which our reputation is built. WABCOs passion
for innovation differentiates us in the eyes of our
customers. For more information about our values
see http://atWABCO.

obligation

Your
to the Code

Every WABCO employee is expected

Depending on your role, you may be asked on

WABCO Code of Conduct

have read and understood the code, that you

to act with integrity and to comply with the

The Code applies to all WABCO

employees everywhere, including board

directors, contractors and agency staff.
The Code is based on law and our

company Values. You should familiarize

and that you are aware of no violations.

If you are a manager or supervisor,

you have particular responsibilities

Managers and supervisors are expected to

Compliance with the Code is mandatory

environment of trust and cooperation by:

implications for your own conduct.

and violation may expose you to
of employment.

Ignorance of the Code is no excuse for

violating it. You are responsible for your

own actions and for raising concerns
when in doubt.

have made your team members aware of it,

yourself with our Values and consider their

sanctions, including possible termination

a regular basis, to confirm and certify that you

act as ethical role models and to foster an

Demonstrating integrity in all dealings

with employees, customers, suppliers

and the community.

Encouraging employees to seek help

and speak out when faced with
compromising situations.

Respecting the personal dignity and

diversity of every individual they work with.

Not pressurizing people to act unethically.
Discouraging unethical and dishonest
behavior and taking steps to address
it when it comes to your attention.

Ensuring that team members take part in

appropriate compliance training programs.

Maintaining an environment that ensures
compliance with the Code.

personal

Our
responsibilities

We protect information and report

financial results honestly

As a business we are honest and forthright

about communicating our performance and
expect our employees to:

Abide by insider trading laws.

Dont purchase or sell company

shares or exercise options if you

are aware of material non-public
information.

Act in good faith and never knowingly

Dont share insider information

financial performance.

Dont engage in short-term

into the companys books and records.

For more information, contact the

misrepresent WABCOs business or

Never make false or misleading entries

Never disclose information to anyone
outside of WABCO that has not been

authorized for use in the public domain.

Refer inquiries from investors and the

media to the investor relations and media

relations departments respectively.

with anyone.

speculative trading of company stock.

legal department.

We avoid conflicts of interest

We obey the law and respect

would compromise your objectivity at work.

We abide by the law of the countries in which

We expect you to avoid situations that

Generally, conflict of interest situations arise

when you or a relative are offered a personal

benefit as a result of working at WABCO.

If this happens to you, seek guidance from

your leader or the legal department.

the individual

we operate and respect the dignity

of every individual. We do not:

Do anything that we know will, or think

Harass, discriminate against or make

might, break the law.

unwelcome sexual advances to any

fellow employee, contractor, customer

or supplier.

Use illegal drugs or alcohol in the

workplace, or work while under

the influence of such substances.

workplace

Our
responsibilities

We promote diversity

We create a positive environment

challenging, meaningful and rewarding

which people can excel and be recognized for

WABCO is committed to providing

opportunities to all employees,

regardless of race, religion, color, nationality,

age, gender, sexual orientation or disability.
We maintain a safe workplace

WABCO seeks to provide a workplace free

of health and safety hazards and expects its
employees to respect and maintain it.

WABCO wants to create an environment in

their achievements. Therefore we:

Prohibit illegal drugs and alcohol

in the workplace.

Prohibit harassment of any kind against

our employees or retaliation against

any employee who complains about

harassment.

We respect and comply with

the delegation of authority

WABCO has Delegation of Authority

Guidelines that ensure important commercial

decisions are made by the appropriate

people and in an appropriate way. Employees

are expected to respect and comply

with decisions that are taken through this

controlled process, in accordance with
the guidelines.

We safeguard WABCOs property

All employees should use company assets

for legitimate purposes only and protect

those assets at all times.

We use information systems and the

internet responsibly

Our systems are company property and the

You can only use software on company

computers that has been purchased,
developed or authorized by WABCO.

You may not duplicate copyrighted

software for any reason without

authorization by the appropriate

rights holder.

company has a right to monitor and audit

your use of them and the information you post

on them.

You should safeguard passwords

and identification codes to prevent

unauthorized access to the companys

systems or information.

You may not disclose proprietary technical

data developed or purchased by
the company.

marketplace

Our
responsibilities

We seek to exceed customer

expectations

WABCO establishes competitive prices for

its products and services. We strive to ensure

that those products and services meet or

exceed customer expectations and are

delivered on time to the highest quality.
We conduct business openly and
honestly

We market our products and services on

Make sure our marketing and business

expenses are prudent and appropriate

and do not offer customers or prospects

gifts, favors or entertainment of greater
than nominal value.

Communicate clearly and precisely about

the terms of our contracts, including

operating criteria, costs and schedules.

Prepare all customer invoices with clear

and accurate prices and terms.

their proven quality, reliability and value.

We build mutually beneficial relationships

Prohibit employees from offering or

We make every effort to build long-term

Thereforewe:

giving any form of bribe or payment

to any customer, supplier, contractor,

government representative or labor union.

We also prohibit our employees from

accepting such payments from anyone.

with suppliers and service providers

relationships with suppliers and award

business to them on the basis of the value

they provide to our business or our customers.

When dealing with suppliers, wemust:

Refrain from accepting gifts, favors or

entertainment of greater than nominal

value.

Provide fair and open information to any

supplier competing for our business.

Protect our suppliers proprietary

information.

Not make unlicensed copies of software

licensed to us by a supplier or incorporate

it into our own software.

10

We require ethical behavior from external

We comply with the law in all jurisdictions

We hold external providers to the same

especially any competition law

consultants and service providers

standards of integrity we expect of

our employees.

We respect other organisations

intellectual property

We comply with all regulations and

contractual commitments regarding the use

of intellectual property and are

careful of the intellectual property rights,

licensing arrangements and trademarks of

all of the organisations we work with. We

in which we do business, including

requirements

We comply with national and international

anti-trust laws in all countries where we

do business and maintain an active global
program for educating our employees in
compliance with these laws. We do not

participate in conversations or understandings

either formal or informal with our

competitors that involve prices, territories,

market share or customers to be served.

obtain tangible and intellectual property of our

competitors only through lawful means.
We refer all inquiries from the news

media to the Communications department

Providing an accurate and prompt response to
news media enquiries is an important part of
our commitment to integrity. We maintain a

media relations policy which governs

who should talk to the media and on what
subjects. Employees, unless expressly
authorized by the Communications

department, must never discuss

company business with the media, even

informally. All enquiries from the media must
be referred to the Communications
department.

11

global

Our
responsibilities

We do not make political contributions

We comply with all export control

on the New York Stock Exchange, WABCO

and with USeconomic sanctions and

As a publicly-listed company, quoted

does not allow its funds to be used for political
contributions, either directly or indirectly.

We may sometimes contribute to legislative

or industry campaigns in the companys

interests, but only with the agreement of the

legal department. Employees may not engage

in political activity as a representative of the
company.

anti-boycott laws

We take the necessary steps to ensure that

any sales we make are in accordance with all

relevant export control requirements.

We also comply with US economic sanctions

and anti-boycott laws that are in place. If you
are in doubt about any aspect of our export

arrangements, contact the legal department.

We protect the environment

We prohibit money laundering

the environment influences the

that money laundering does not occur. If

WABCOs commitment to protect

way we design, manufacture, distribute,
recycle and dispose of our products.

We abide by environmental, health and

safety laws and regulations in the
countries where we operate.

12

requirements that govern our business

We take all reasonable action to ensure

employees are asked to exchange funds

through offshore accounts or engage in any

other activity that suggests money laundering,

they should seek immediate advice from
the legal department.

We comply with the terms of the

Foreign Corrupt Practices Act and other

applicable anti-bribery legislations

We refrain from making unlawful payments

to government officials for the purpose of

obtaining, retaining or facilitating business.

We comply with policies regarding
government investigations

We co-operate with government agencies

conducting routine inspections or

investigations of the company. Any employee

asked by any party to allow or support a
non-routine inspection or investigation

should seek immediate advice from the legal

department.

13

support

our
for you

WABCO relies on you to do the right

The Values Hotline provides confidential

uncertain situations

or behavior you are aware of that may violate

thing, even in potentially difficult or

This Code of Conduct will help you. If you are

concerned by any situation or behavior, you
can speak to your leader, or to members of
our human resources or legal teams.

You can also speak to members of WABCOs

the Code. Because the Hotline is staffed by

an independent third party organisation, you

can be confident of its security, confidentiality

and professionalism.

Ethics Committee, which meets regularly to

How to access the Values Hotline

You will find a list of members on

review issues related to our Code of Conduct.

By phone: In the US

Outside US

+1 888 832 8364

+1 503 601 8224

http://atWABCO

Online: http://atWABCO

If you prefer, you can contact the WABCO

You do not have to give your name if you

24hours a day, seven days a week.

speak in any language you like.*

Values Hotline at any time its available

14

advice and allows you to report any situation

prefer to remain anonymous and can

The Audit Committee

The Board of Directors oversees compliance

with the Code via the Audit Committee

and commits that, if you make a report,

you will be protected from retaliation even

* Please note that local data protection laws within the

EU mean that the Values Hotline can only be used as a
source of general advice and to report code violations
of a financial nature. If you are aware of or suspect a
violation of any other kind, you should speak to your
business leader, or your HR or legal representative.

if no violation of the Code is found to have

occurred. However, any employee who

knowingly submits a report that is untrue will

be subject to disciplinary action.

Compliance with our Code of Conduct is a

condition of employment at WABCO. Failure

to follow the requirements of the Code of
Conduct is subject to disciplinary action,
up to, and including, termination of your

employment. Note that violation of certain

of the legal requirements mentioned in this

document (e.g., the Foreign and Corrupt
Practices Act) can lead to civil and/or
criminal penalties.

15