Chrysler 2003 Annual Report Download - page 193

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Dear Stockholders,
Article 153 of Legislative Decree No. 58 of February 24, 1998
envisages that the Board of Statutory Auditors report to the
Stockholders’ Meeting the results of its oversight activity,
indicating any omissions or improper transactions it discovered,
and empowers it to put forth motions regarding the financial
statements, their approval and other matters under its
jurisdiction.
This Report is provided in accordance with the abovementioned
provision.
During the fiscal year just ended, we performed the duties
incumbent upon us under Article 149 of Legislative Decree
No. 58 of February 24, 1998, and are able to report specific
information on the subjects listed below.
We attended the meetings of the Board of Directors, where
we received detailed information on the Company’s operations
and on the main operating, financial and asset transactions
carried out or in the process of being carried out by the
Company and/or its subsidiaries. In this area, we determined
and ascertained that all pending or completed transactions
comply with all pertinent provisions of the law and the Articles
of Association, are not in conflict with any resolution adopted by
the Stockholders’ Meeting or produce no conflicts of interest,
and are consistent with the principles of correct management.
The Company’s organization is adequate, based on the size of
the Company. As part of our work, we met with the Company
officials who oversee its organization and with representatives of
the External Auditors, from whom we obtained comprehensive
information indicating that the Company was complying with
the principles of fair and correct management.
The Board of Directors established an Audit Committee and
a Nominating and Compensation Committee.
In addition, a system of internal control, which is constantly
being upgraded, has been created at the Group level and is
operational at Fiat S.p.A. and its subsidiaries. We express a
favorable opinion on the Company’s system of internal control,
and on its ability to check the proper implementation of the
internal operating and administrative procedures adopted to
ensure that the Company is managed correctly and efficiently,
while at the same time identifying, preventing and minimizing
financial and operating risks and the danger of fraud.
Based on our determinations and on the information garnered
in previous fiscal years, we further believe that the Company’s
administrative and accounting system is adequate for the
purpose of presenting fairly the results of operations.
The guidelines provided by Fiat S.p.A. to its subsidiaries
pursuant to Article 114, Section 2, of Legislative Decree No.
58/98 also appear to be adequate.
The Board of Directors provided us with the Report on
Operations for the first half of 2003 within the statutory deadline
and published it in accordance with the formalities required by
the Consob. It also complied with statutory requirements as
regards quarterly reports. With regard to the Consob
Communications of February 20, 1997, March 2, 1998 and April
6, 2001, insofar as they apply to our task, we can confirm the
following:
❚The information provided by the Board of Directors in
its Report on Operations is exhaustive and complete.
❚As required by the Consolidated Law on Financial
Intermediation (Legislative Decree No. 58/98), the Board
of Statutory Auditors has been informed on a constant basis
on matters falling under its jurisdiction.
❚The checks and audits of the Company conducted by us on
a periodic basis reveal no atypical or unusual transactions.
❚With regard to intra-Group transactions, the Board of
Directors mentions in its Report on Operations that numerous
transactions involving the delivery of goods and the provision
of services took place among the Company, the Group
companies and/or related parties on standard market terms,
and explains these transactions.
❚The Auditors’ report neither contains objections nor does
it draw attention to any particular event or set forth relevant
qualifications or suggestions.
❚As already mentioned above, the relevant components of
the Company’s organization are adequate for their purpose
and its administrative and accounting system is reliable in
providing a fair presentation of the results of operations.
❚The system of internal control is adequate and effective
and, as explained in the Report on Operations, is carefully
monitored by the Audit Committee.
❚During 2003, the Board of Directors met 13 times. We were
present at all of these meetings. The Board of Statutory
Auditors met 16 times. The external auditors attended four
of these meetings.
❚The Board of Statutory Auditors received no complaints
under Article 2408 of the Italian Civil Code and, at this point,
is not aware of any memoranda sent to Fiat S.p.A.
❚During the course of the year we issued the various opinions
that the Board of Statutory Auditors is required to provide
pursuant to law.
❚The Company complies with the recommendations of the
Corporate Governance Code issued by the Committee for
the Corporate Governance of Italian listed companies and
a member of the Board of Statutory Auditors was present
at all Audit Committee meetings.
❚We have received confirmation from Deloitte & Touche S.p.A.
that the Company commissioned it and its assignor Deloitte
& Touche Italia S.p.A. to perform, in addition to auditing
the statutory financial statements, consolidated financial
statements, limited auditing of the consolidated first half
report, agreed procedures for auditing of the quarterly
reports, and auditing of the Form 20F consolidated financial
statements, the tasks listed below for which the respective
fees are indicated:
Report of the Board of Statutory Auditors pursuant to Article 153 of Legislative
Decree No. 58/1998, and Article 2429, Section 3, of the Italian Civil Code