Chrysler 2003 Annual Report Download - page 204

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Other Items on the Agenda
and Related Reports and Motions
The Board of Directors may set up an Executive Committee
and/or other Committees with specific functions and tasks,
fixing its/their composition and operating procedures. More
specifically, the Board of Directors shall establish an Audit
Committee and a Nominating and Compensation Committee.
The Board of Directors may also appoint one or more Chief
Operating Officers and may designate a Secretary, who need
not be a member of the Board.
The fees payable to the Directors and members of the Executive
Committee shall be determined by the Stockholders’ Meeting
and will be effective until the Meeting resolves otherwise. The
compensation of the Directors vested with particular offices shall
be determined by the Board of Directors, after having received
the opinion of the Statutory Auditors.
Art. 15 –Meetings of the Board of Directors
The Board meets when called by the Chairman, generally
at least every quarter and whenever he deems it appropriate,
or when requested by at least 3 Directors.
The Board of Directors can also be called, after the Chairman
has been informed, by at least two statutory auditors.
Meetings are called by written notice, containing all elements
necessary for the discussion, to be sent at least five days before
the day on which the meeting is to be held, except in cases of
urgency.
Meetings are presided over by the Chairman or, in his absence,
by the Vice Chairman, if appointed; in their absence the Chair
shall be taken by another Director designated by the Board.
Directors to whom powers have been delegated must report to
the Board of Directors and to the Board of Statutory Auditors,
at least every quarter, on the activity carried out in execution
of such powers, on the most important operations carried out
by the company or by subsidiary companies, and on those
that potentially create a conflict of interest.
The directors and statutory auditors may participate in
meetings by videoconference call, conference call, or other
similar technologies, on condition that they are identified and
can participate in the discussion of the issues on the agenda
and receive, send or view documents; the meeting is considered
held at the place where the Chairman and the Secretary who
drafts the minutes signed by both of them are present.
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Art. 13 – Meetings and Duties of the Board of Directors
Meetings of the Board of Directors are convened by the
Chairman at least once every quarter and whenever the
Chairman deems it appropriate, or when requested by at least
three Directors or by one of the Directors to whom powers
have been delegated.
UNCHANGED
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In the course of meetings, the Directors to whom powers have
been delegated must report to the Board of Directors and the
Board of Statutory Auditors at least once every quarter on their
activities and business outlook, as well as on transactions carried
out by the Company or its subsidiaries that are particularly
significant in terms of size or characteristics, and each Director is
required to disclose any interest that he/she may have, either
directly or on behalf of third parties, in any transaction to which
the Company is a party.
Based on the information it receives, the Board of Directors
evaluates the adequacy of the Company’s organization,
administrative structure and accounting system; reviews the
Company’s strategic, industrial and financial plans; and based
on reports provided by the bodies with delegated powers,
assesses the general performance of the Company’s operations.
Directors and Statutory Auditors may attend meetings by
means of telecommunication systems. In such cases, the meeting
is deemed to have been held at the location where both the
meeting’s Chairman and Secretary are present. In addition, it must
be possible to identify the attendees, and they must be able to
follow the proceedings, intervene in real time in the discussion of
the topics on the Agenda and receive, send or view documents.