Legal and Ethical Conduct

Policy Statement

Policy Statement No. 1
Legal and Ethical Conduct
April 29, 2003

Legal and Ethical Conduct

This policy statement restates and reaffirms a long-standing policy of the Company and its predecessors that establishes the highest standards of legal and ethical conduct for the company.

Background

Regulations, laws and practices affecting the operations of the company continue to grow in number and complexity. Increased efforts are required to ensure that this policy of uniform observance of all laws governing the company's operations is followed.

Policy

It is the policy of the company to comply fully with all laws governing its operations and to conduct its affairs according to the highest legal and ethical standards.

Compliance with this policy means not only observing the law, but so conducting company business that the company will deserve and receive recognition as an ethical and law-abiding enterprise, alert to all the responsibilities of good corporate citizenship. It should be understood that the spirit of this policy requires that the company maintain a high degree of integrity in all of its interactions with shareholders, employees, customers, suppliers, local communities, government at all levels and the general public.

In furtherance of this policy, the company will develop and maintain communication and training programs designed to provide its employees with an understanding of the company's expectations with respect to this policy. Such programs are part of the company's broader efforts to develop and maintain an internal environment which fosters fair treatment of employees and open communication among them.

This policy applies worldwide to all operations and employees of the company. "Company" includes TRW Automotive Inc. and its domestic and foreign subsidiaries; "employee" includes every employee of the company.

An infraction by any employee of this policy, of the applicable laws or of recognized ethical business standards will subject the employee to disciplinary action, which may include warning, reprimand, probation, reduction in compensation, demotion, suspension or dismissal.

Compliance

It is the responsibility of each employee to comply with this policy, and such employee shall be accountable for adherence to this policy. The unqualified recognition on the part of all employees of their duty to adhere to, and in the case of managers of their duty to ensure compliance with, this policy is the keystone of a compliance program.

Responsibilities of Every Employee

1. Every employee should avoid any involvement in acts known to be illegal, unethical or otherwise improper.


2. Every employee should have a practical, working knowledge of the laws and regulations affecting his or her responsibilities.


3. Every employee should seek guidance from his or her supervisor or a company attorney when in doubt about his or her responsibilities under this policy.


4. Every employee should bring possible violations of this policy to the attention of (a) his or her supervisor or another company executive and (b) a company attorney. This requirement of notification continues up the operating and functional management reporting lines to the appropriate level where remedial action is authorized to be taken.

Responsibilities of Every Manager

1. Every company manager should take reasonable steps to ensure that there is in place a continuing program of communication and training designed (a) to familiarize every employee subject to his or her supervision with this policy and with employee responsibilities under this policy, (b) to stress to every employee subject to his or her supervision the company's commitment to this policy and (c) to provide appropriate education regarding applicable laws, regulations, government orders and ethical standards to every employee subject to his or her supervision who might involve the company in prohibited activities.


2. Every company manager should maintain a workplace environment that encourages frank and open communication regarding possible violations of this policy.


3. Every company manager should provide, in the ordinary course of business, for periodic review designed to assure adherence to this policy. If a possible violation of this policy is discovered during such a review, the matter should be immediately reported to an appropriate supervisory authority and to a company attorney.


4. Every company manager should take action to provide reasonable assurance that all employees subject to his or her supervision comply with this policy.

Responsibilities of Corporate Functions, Companywide

1. Each corporate function, under the general direction of the applicable functional vice president, should provide guidance to assist in defining the highest standards of professional integrity and conduct in its function, as called for by this policy.


2. Each corporate function, under the general direction of the applicable functional vice president, should assist the company's managers, as requested, in ensuring compliance with this policy by conducting training programs, undertaking general reviews and taking other appropriate actions within its particular functional specialty.


3. Company attorneys are responsible for review and interpretation of applicable laws, regulations and government orders, and should be called upon for guidance and counsel if questions arise regarding this policy.


4. Company attorneys are responsible for establishing procedures designed to ensure compliance with all applicable laws, regulations and government orders.


5. Company attorneys, under the explicit direction of the General Counsel, are responsible for conducting, at the request of management or on their own initiative, such audits and investigations as may be necessary under this policy.


6. The Chief Executive Officer and the Chief Financial Officer, principal accounting officer, Controller and persons performing similar functions designated by the Company's Board of Directors shall provide complete, objective, accurate, timely and understandable disclosure in reports and documents filed with, or submitted to, the Securities and Exchange Commission and in other public communications made by the Company.


7. The General Counsel is responsible for making periodic reports to the Chief Executive Officer with respect to the status of companywide compliance with this policy.

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