Chrysler 2003 Annual Report Download - page 41

40 Report on Operations Corporate Governance
Handling of Confidential Information
In 2002, an internal procedure for handling “confidential
information” was adopted. This procedure was disseminated
by means of a special organization announcement by the Chief
Executive Officer. It lists the different types of confidential
information, defines the functions and responsibilities of those
who are charged with handling such information, and explains
the rules that govern the disclosure of price-sensitive news and
the steps that should be followed when handling and publishing
such information. The purpose of this procedure is to prevent
potential leaks of confidential information. It imposes the
penalties that the Code of Conduct provides for employees
who violate confidentiality rules and makes clear that the same
level of compliance with its provisions and the same prudent
behavior is expected of the Directors and Statutory Auditors.
In compliance with the provisions issued by the Italian Stock
Exchange, a code of conduct was also adopted for disclosure
by relevant persons of “internal dealing” transactions. The
envisaged deadlines and quantities, which are lower than those
prescribed in the Italian Stock Exchange provisions, require
prompt reporting by relevant persons – defined in the annex
to the Internal Dealing Regulation – of individual transactions
whose countervalue exceeds 80,000 euros and those whose
aggregate amount exceeds 15,000 euros on a monthly basis.
No internal dealing transactions were reported in the last
twelve months.
Relations with Stockholders and Investors
One of the Company’s principal concerns is to establish
and maintain an ongoing dialogue with its stockholders and
institutional investors. To that end, Fiat created specific entities
that are responsible for managing these relationships.
The Group organizes frequent meetings and conference calls
with institutional investors and analysts and uses its website
(www.fiatgroup.com), which was thoroughly revised in February
2004, to disseminate publicly and in real time the material
discussed on those occasions.
The website is also used to disseminate institutional information,
present periodic operating and financial information and news
of special transactions, the calendar for corporate events,
and all documents pertaining to corporate governance.
During 2003, meetings and conference calls were organized in
order to provide periodic operating and financial information
and illustrate the Relaunch Plan and capital increase.
In addition, a toll-free number (800-804027) and two e-mail
addresses ([e-mail] and
investor.r[email protected]oup.com) are available to
anyone seeking additional information regarding transactions
that affect stockholders.
Regulations were adopted in 2000 to ensure that
Stockholders’ Meetings run in an orderly and efficient fashion.
These Regulations define the rights and obligations of all
parties attending a Stockholders’ Meeting and provide clear
and unambiguous rules, without limiting or in any way
hampering the right of individual stockholders to voice their
opinions and demand explanations about items on the Agenda.
Board of Statutory Auditors
The Board of Statutory Auditors is comprised of three Statutory
Auditors and three Alternates, all of whom, as required by the
Articles of Association (Article 19), must be entered in the
Auditors’ Register and have at least three years’ experience
as chartered accountants. Furthermore, they may not hold
the position of statutory auditor in more than five other listed
companies, with the exception of the controlling companies
and subsidiaries of Fiat S.p.A.
In accordance with the Company’s Articles of Association
and as allowed under the Consolidated Law on Financial
Intermediation, properly organized minority groups may
appoint one Statutory Auditor. According to the Articles of
Association, the minimum equity interest needed to submit
a slate of candidates is 3%. The purpose of this threshold is to
ensure that the candidates being proposed are supported by a
group of minority stockholders that is sufficiently representative
and authoritative. Thus far, the minority stockholders have
not availed themselves of this right. Nevertheless, Fiat believes
that the independence of its control body is ensured by the
requirements of independence and professionalism prescribed
by law and by the Company’s Articles of Association as well as
the unblemished professional reputation that the members of
the Board of Statutory Auditors have always enjoyed.
However, in recognition of the recent greater fragmentation
of share ownership and to facilitate the nomination of
candidates by minority stockholders, among the amendments
to the Articles of Association, a motion is submitted to the
Stockholders’ Meeting to reduce the minimum required equity
interest to 1% for submission of a slate of candidates.
In accordance with the Articles of Association, the slates of
candidates must be deposited at the registered office of the
company at least ten days before the scheduled date of the
Stockholders’ Meeting on its first call and be accompanied by
statements certifying satisfaction of the requirements prescribed
by law and the Articles of Association and that they are not
ineligible or incompatible, on penalty of rejection of those slates.