Corporate Governance Guidelines

Director Qualifications

Independence

The Corporate Governance and Nominating Committee shall evaluate the independence of each director on an annual basis and shall report such evaluation to the Board, and the Board shall make an affirmative determination as to the independence of each director. The Audit Committee of the Board (and at the time that the Board ceases to be a "controlled company" under the rules of the New York Stock Exchange, the Compensation Committee and the Corporate Governance and Nominating Committee as well as a majority of the Board itself) shall consist of directors who meet the then applicable independence requirements of the New York Stock Exchange, as determined by the Board, and who shall have such additional qualifications and experience, if any, as may from time to time be required by the Sarbanes-Oxley Act, the Securities Exchange Act of 1934, as amended, the applicable rules and regulations of the Securities and Exchange Commission and the applicable standards of the New York Stock Exchange (the "Applicable Rules and Standards").

To be considered independent under the Applicable Rules and Standards, the Board must determine that a director does not have any direct or indirect material relationship with TRW Automotive Holdings Corp. or its subsidiaries (the "Company"). The Board has established the following guidelines to assist it in determining director independence in accordance with such rules:

• A director will not be independent if, within the preceding three years: (i) the director was employed by the Company; (ii) an immediate family member of the director was employed by the Company as an executive officer; (iii) a Company executive officer was on the compensation committee (or a committee performing similar functions) of the board of directors of a company which employed the director, or which employed an immediate family member of the director as an executive officer; or (iv) the director or an immediate family member of the director received more than $120,000 during any twelve-month period in direct compensation from the Company (other than payments for current or past service as a director or compensation received by a family member for service as a non-executive employee of the Company).


• In addition, a director will not be independent if (i) the director or an immediate family member of the director is a current partner of the Company's independent auditor, (ii) the director is a current employee of such firm, (iii) an immediate family member of the director is a current employee of such firm and personally works on the Company's audit or (iv) the director or immediate family member of the director was within the last three years a partner or employee of such firm and personally worked on the Company's audit within that time.


• The following commercial or charitable relationships will not be considered to be material relationships that would impair a director's independence: (i) if a Company director is an employee of another company that does business with the Company and the annual sales to, or purchases from, the Company are less than the greater of $1 million or two percent of the annual revenues of the company he or she is employed by; (ii) if a Company director is an employee of another company which is indebted to the Company, or to which the Company is indebted, and the total amount of either company's indebtedness to the other is less than two percent of the total consolidated assets of the company he or she is employed by; and (iii) if a Company director serves as an officer, director or trustee of a charitable organization, and the Company's discretionary charitable contributions to the organization are less than the greater of $1 million or two percent of that organization's total annual charitable receipts. (The Company's automatic matching of employee charitable contributions will not be included in the amount of the Company's contributions for this purpose.) Whether directors and director nominees meet these independence tests will be reviewed and will be made public in the Company's annual proxy statement.

Term Limits

The Board does not believe limits on the number of terms that a director may serve are appropriate at the Company. While mandatory turnover would provide fresh viewpoints to the Board, term limits have the disadvantage of losing the contribution of directors who have a unique and experienced insight into the business of the Company and its subsidiaries. The Board believes it would be unwise to discard such value through the automatic termination of a director's Board membership.

Retirement Age

Upon reaching the age of 75, a director may not continue to serve on the Board following the date of the next annual stockholders' meeting. The Board shall have the authority to make exceptions to this policy under circumstances to be determined by the Board.

Simultaneous Service on Other Company Boards or Groups

It is the policy of the Board that every director must notify the Board once he or she has determined to accept any invitation to serve on another corporate board or with a governmental or advisory group or charitable organization. The Corporate Governance and Nominating Committee shall evaluate the continued appropriateness of Board membership under the new circumstances and make a recommendation to the Board as to any action to be taken with respect to continued Board membership.

Changes in Primary Employment

It is the policy of the Board that every director, including the Chief Executive Officer and any inside directors, must notify the Board of his or her retirement, any change in employer and any other significant change in professional roles and responsibilities. Directors shall offer their resignation in the event of a change in their employer or other significant change in their professional roles and responsibilities. The Corporate Governance and Nominating Committee shall evaluate the continued appropriateness of Board membership under the new circumstances and make a recommendation to the Board as to any action to be taken with respect to continued Board membership.

Attributes and Experience

Directors should possess high personal and professional ethics, integrity and values, and be committed to representing the long-term interests of the stockholders. They must also have an inquisitive and objective perspective, practical wisdom and mature judgment. Directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively, and should be committed to serve on the Board for an extended period of time.

The Corporate Governance and Nominating Committee, after consultation with the Chairman and other members of the Board, shall review periodically the particular attributes that would be most beneficial to the Company in future Board nominees. This assessment shall include, but not be limited to, issues such as integrity, competence, experience, commitment, diversity and collegiality.

Director Responsibilities

The primary responsibility of the Board is to oversee and monitor management for the long-term benefit of Company stockholders. To that end, some of the duties of the Board (acting through its committees in certain instances) are as follows:

• Overseeing the conduct of the Company's business to evaluate whether it is being properly managed;


• Reviewing and, where appropriate, approving the Company's major financial and business strategies, objectives, plans and actions;


• Reviewing and, where appropriate, approving major changes in auditing and accounting principles and practices to be used in the preparation of the Company's financial statements;


• Regularly evaluating the performance and approving the compensation of the Chief Executive Officer (the "CEO") and, with the advice of the CEO, regularly evaluating the performance and approving the compensation of other executive officers; and


• Planning for succession with respect to the position of the CEO and monitoring the Company's succession plan for other members of senior management.

While not limiting their obligations under applicable law, directors, in their capacity as such, are expected to use their reasonable business judgment in overseeing the management of the Company. However, the Board is not expected to manage the Company on a day-to-day basis nor guarantee in any way the management or operations of the Company.

Directors should regularly attend meetings of the Board and of all Board committees upon which they serve. To prepare for meetings, directors should review the appropriate materials that are sent to directors in advance of those meetings.

The Board will schedule regular executive sessions where non-management directors meet without management participation. If this group includes directors who do not meet the independence standards of the New York Stock Exchange, the directors who are so independent shall also meet in executive session at least once a year. The non-management directors shall either select a non-management director to preside at each executive session or shall establish a procedure by which the presiding director for each executive session shall be selected. The Board will establish a method by which interested parties may communicate directly with non-management directors as a group and cause such methods to be disclosed.

Board Committees

The Board shall have at all times an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee to assist the Board in discharging its responsibilities. When required by the New York Stock Exchange, the membership of these three committees shall qualify under the independence and experience requirements of applicable law and the New York Stock Exchange. Committee members shall be appointed by the Board. The Board may, from time to time, establish or maintain additional committees, as it deems appropriate and in the best interests of the Company.

Each of the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee shall operate pursuant to its own written charter. The charters will be reviewed with the Board annually and updated as required.

Board Member Access to Management and Independent Advisors

Board members shall have access to the management and employees of the Company and to its outside counsel and auditors. Any meetings or contacts that a director wishes to initiate may be arranged through the Chief Executive Officer or the Secretary or directly by the director in appropriate circumstances.

Executive officers and other members of senior management are expected to be present at Board meetings at the invitation of the Board. The Board encourages senior management to make presentations and to invite to Board meetings managers and other employees who can provide additional insight into the items being discussed.

The Board and each of its committees is authorized to hire independent legal, financial or other advisors as they may consider necessary, without conferring with or obtaining the approval of management or, in the case of committees, the full Board.

Director Compensation

The Company will pay independent directors an annual cash retainer of $50,000 and a fee of $1,500 for each Board meeting and each committee meeting attended. The Company will also pay independent directors a fee for acting as chair of, or for being a member of, the Audit and Compensation Committees. In addition, the Company will grant independent directors stock options and/or restricted stock awards under the stock incentive plans.

Senior management of the Company shall periodically review with the Compensation Committee the status of independent director compensation relative to comparable companies. Any changes to Board compensation shall arise from recommendations of the Compensation Committee, with full discussion and concurrence by the Board. Except as permitted under the Listed Company Manual of the New York Stock Exchange, independent directors shall receive no additional remuneration from the Company beyond that provided to such individuals for their service as directors on the Board and as members of any committee of the Board.

Director Orientation and Continuing Education

In order to promote director effectiveness, senior management shall conduct an informal orientation process for new directors that includes information on the Board's policies and procedures, written materials concerning the Company and its operations, meetings with senior management, and visits to offices and facilities of the Company and its subsidiaries. Recently appointed directors are encouraged to advise the Secretary of the Company as to the effectiveness of this process and suggest any changes.

Senior management shall periodically distribute materials to the Board regarding developments of the Company and the automotive industry in order to continue each director's education with respect to such director's service on the Board.

Directors are encouraged to participate in continuing director education programs.

Management Evaluation and Management Succession

The Compensation Committee shall annually evaluate the performance of the executive officers of the Company, taking into account input from outside Directors. The Compensation Committee shall present its findings to the Chief Executive Officer.

The Board shall review periodically the Company's succession planning, including succession planning in the event of an emergency or the retirement or removal of the Chief Executive Officer. The Chief Executive Officer shall provide a report to the Board recommending and evaluating potential successors, along with a review of any development plans recommended for such individuals. The Chief Executive Officer shall also provide to the Chairman of the Board, on an ongoing basis, his or her recommendation as to a successor in the event of an unexpected emergency.

Annual Performance Evaluation

The Board, led by the Corporate Governance and Nominating Committee, shall establish and conduct an annual self-evaluation to determine whether it and its committees are functioning effectively. The Corporate Governance and Nominating Committee shall oversee the evaluation with each director completing a questionnaire developed by the Corporate Governance and Nominating Committee with respect to various criteria. The collective evaluations shall be compiled in advance of the review session and shall be presented by the chair of the Corporate Governance and Nominating Committee to the full Board for discussion. The Board, with the assistance of the Corporate Governance and Nominating Committee, as appropriate, shall review these Corporate Governance Guidelines periodically to determine whether any changes are appropriate.

Amendment and Modification

These Corporate Governance Guidelines may be amended or modified by the Board, from time to time, subject to applicable law and the applicable rules of the New York Stock Exchange.

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