Chrysler 2004 Annual Report Download - page 219

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CRITERIA FOR THE QUALIFICATION OF A DIRECTOR
AS “INDEPENDENT”
The Board of Directors of Fiat S.p.A. shall take action as
appropriate to ensure that the majority of directors be
independent. The term independent shall mean that they:
a) do not have and in the last three years have not had
economic, investment, or other relationships either directly,
indirectly, or on behalf of third parties with the following:
– the Company, its subsidiaries and associated companies, or
the companies subject to joint control with it;
– the entity that, either singly or together with others, controls
the Company, participates in shareholders agreements for
control thereof, or exercises significant influence over it;
– the executive directors and senior managers with strategic
responsibilities at the aforementioned entities;
b) are not and during the last three years have not been
executive directors or senior managers with strategic
responsibilities at the entities envisaged at point a);
c) have not been directors of the Company for more than nine
years, even if not consecutive;
d) are not executive directors at other companies in which one
or more executive directors of the Company are non-
executive directors;
e) during the last three years have not been partners or directors
of a primary competitor of the Company;
f) during the last three years have not been partners or directors
of a rating agency that currently is or during the last three
years has been in charge of assigning a rating to the
Company, a subsidiary of the Company or a company that,
even if jointly with others, controls the Company;
g) are not and during the last three years have not been
partners, directors or members of the auditing team of an
external auditor - or entities belonging to its network -
commissioned in the last three years to audit the Company, its
subsidiaries, the companies subject to joint control with it, or
the companies that, even if jointly with others, control or have
a significant influence over it;
h) are not close relatives of or live with individuals who are in the
situations envisaged hereinabove.
At the time of their appointment, and subsequently in any
circumstance that could potentially disqualify a director from
being considered independent, and in any case once a year,
independent directors shall disclose by means of an appropriate
written communication addressed to the Board of Directors any
relationship that currently exists or that is in the process of
being set up and which is material pursuant to the above letters
a, b, c, d, e, f, g and h.
The independence of directors is assessed by the Board of
Directors on the occasion of its periodic meetings, on the basis
of the information provided by the single directors on their
condition and changes therein. If, during the course of this
assessment, the Board of Directors should find that any of the
relationships envisaged at point a) exists it may approve the
candidate only if this relationship is insignificant in terms of its
nature or amount. The result of the assessments by the Board
of Directors is disclosed to the market if changes occurred with
respect to prior communications.
In order to assess independence, the Board of Directors also
considers “indirect” economic or investment relationships, and
thus those between, on the one hand, the director, his relatives,
the professional partnerships to which the director belongs, the
companies that are directly and indirectly controlled by the
director or his relatives, and the companies in which these
individuals are indirectly directors or employees must be taken
into consideration, and on the other hand, the Company, its
subsidiaries, associated companies, and those subject to joint
control with it, the stockholders that directly or indirectly control
or exercise significant influence over it, the entities listed at
point g) hereinabove, the executive directors and the senior
managers with strategic responsibilities at all the mentioned
entities.
The Annual Report on Corporate Governance contains
information on the number and identity of independent
directors.
Other Items on the Agenda and Related Reports and Motions