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Host Organization to propose 3 candidates, from which Reporting Agency Selects. DOJ Policy.

Demonstrated expertise with respect to federal anti-fraud and environmental laws, including experience counseling on these issues; experience designing and/or reviewing corporate ethics and compliance programs, including anti-fraud policies, procedures and internal controls; knowledge of automotive or similar industries; ability to access and deploy necessary resources; sufficient independence to ensure impartial and effective performance of duties; the qualifications as set out in Par 27(a) of the Third Partial Consent Decree (see attached)

Assess, oversee and monitor compliance with Agreement and oversee Host Organization's obligations under Section V of the Third Partial Consent Decree (see attached). Evaluate implementation and enforcement of Host Organization's compliance and ethics program and take such reasonable steps as may be necessary to fulfill mandate of Monitor under Agreement(s). Assess the Board of Management's and senior management's commitment to, and effective implementation of, the corporate compliance and ethics program.

Generally uses a DOJ template as to activities, but activities are more extensive due to incorporation of authority under multiple Agreements - please see Agreements attached.

No business with Host Organization for at least 2 years after the expiration of the Monitorship.