Chrysler 2003 Annual Report Download - page 206

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Other Items on the Agenda
and Related Reports and Motions
All statutory auditors must be entered in the register of auditors
and possess at least three years’ experience as a statutory
account auditor.
The Board of Statutory Auditors is appointed on the basis of
lists presented by stockholders on which candidates are listed in
numerical order. The list consists of two sections: one for
candidates to the office of regular auditor, the other for
candidates to the office of alternate auditor.
Only those stockholders who, alone or together with others, in
total hold shares with voting rights representing at least 3% of
the capital with the right to vote in the Ordinary Meeting, have
the right to present lists.
No single stockholder, nor stockholders belonging to the same
group, can present, even by means of third parties or a trustee
company, more than one list, nor can they vote for different lists.
Each candidate can be present in one list only, otherwise he will
be considered ineligible.
Statutory Auditors who already occupy regular statutory auditing
positions in another five listed companies, excluding parent or
subsidiary companies of Fiat S.p.A., or who do not possess
requisites of honorability and professionalism laid down by the
pertinent regulations and this article, cannot be included in
candidate lists. Resigning statutory auditors may be re-elected.
The lists presented must be deposited at the company’s offices
at least ten days prior to the date set for the Meeting on first
call, and mention of such term must be made in the document
calling the Meeting.
Together with each list and within the time limit indicated
above, declarations will be deposited in which single candidates
accept the candidature and, on their own responsibility, state
that there are no grounds for ineligibility or incompatibility,
and that they fulfill the requirements laid down by law and by
the company’s Articles of Association for the offices in question.
Any list for which the above conditions are not observed will
be considered as not presented.
The statutory auditors are elected as follows:
1. two regular auditors and two alternate auditors are drawn
from the list that has obtained most votes at the Stockholders’
Meeting, on the basis of the numerical order under which
they appear in each section of the list;
2. the remaining regular auditor and the other alternate auditor
are drawn from the second list that has obtained most votes
at the Stockholders’ Meeting, on the basis of the numerical
order under which they appear in each section of the list.
The chairmanship of the Board of Statutory Auditors will go to
the first candidate from the list that has obtained most votes.
Should it be impossible to proceed with the appointment
according to the above described system, the Stockholders’
Meeting shall resolve by relative majority.
Where the requirements of the law or company articles are not
met, the statutory auditor forfeits his office.
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Only those stockholders who, alone or with others, hold in total
voting shares representing at least 1% of the ordinary shares
have the right to present lists of candidates.
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Candidates who already serve as Statutory Auditors in five
other publicly traded companies, not counting the controlling
companies and subsidiaries of Fiat S.p.A., or fail to meet the
requirements of integrity, professionalism and independence
set forth in the pertinent statute and this article may not be
included in lists of candidates. Statutory Auditors whose term
of office has expired may be reelected.
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