Chrysler 2004 Annual Report Download - page 224

222 Other Items on the Agenda and Related Reports and Motions
Stockholders,
As part of the broader reform of corporate law, the Market
Regulation (Consob Resolution no. 11768 of December 23, 1998,
most recently amended by Resolution no. 14955 of March 23,
2005) has been recently amended following changes made by
lawmakers to the rules envisaged in Article 2370 of the Italian
Civil Code that govern the qualification of voting rights holders
to participate in stockholders meetings.
Last year, when the Articles of Association were amended to
comply with this reform, we proposed that you not introduce
any advance deadline for qualification to participate in
stockholders meetings, even if this were allowed by the new
wording of Article 2370 of the Italian Civil Code, because “Fiat
intends to use the opportunity created by changes in the law to
address issues raised by investors and, since it believes that it is
within the purview of market regulators to provide action
guidelines in this area”1.
Now, after a thorough debate by market supervisory and
operating authorities and the associations of issuers,
intermediaries, and investors on the thrust and consequences of
amending these rules, it emerged that the suggestion to adopt
a qualification rule that “would beneficially eliminate both the
risk of issuers’ organizational problems and the risk that
intermediaries who wish to vote be blocked”2cannot be
introduced with a regulatory rule.
Moreover, in consequence of the amendments introduced in the
cited Market Regulation, there have been changes in the terms
and conditions that stockholders must satisfy in order to obtain
certification of their right to participate in stockholders meetings
and that intermediaries must satisfy in order to prove this right.
Consequently, in order to ascertain the qualifications of
stockholders meetings participants in advance and eliminate the
risk of irregularities, the first paragraph of Article 8 of the
Articles of Association must be amended to introduce the
deadline for deposit of shares at least two non-holidays prior to
the meeting, as allowed by Article 2370 of the Italian Civil Code.
The two committees that the Board of Directors must establish
are explicitly named in Article 12 of the Articles of Association.
Because the envisaged review of the system of corporate
governance allows the establishment of additional committees
and changes in the role and names of the current ones, we
propose that a more generic text be adopted, eliminating the
explicit reference mentioned hereinabove.
Furthermore, in compliance with the provisions of Article 2389 of
the Italian Civil Code we propose that a clause be added to the
last paragraph of Article 12 of the Articles of Association,
granting the stockholders meeting the right to determine
aggregate compensation for the directors, including
compensation for corporate offices.
The proposed amendments to Articles 8 and 12 of the Articles
of Association are illustrated as follows:
Art. 8 – Attendance and Representation at Stockholders
Meetings
Stockholders who are entitled to vote may attend the Meeting
or be represented at it pursuant to law if they have obtained
certification from an authorized intermediary, and if this has
been communicated to the Company ahead of time in
accordance with the applicable statute. This certificate must
attest to their right to attend the Meeting and to deposit of
their dematerialized shares at least two non-holidays before the
Meeting.
(omissis)
Art. 12 – Corporate offices, Committees and Directors’ Fees
(omissis)
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 a Committee
to supervise the Internal Control System and Committees for
the nomination and compensation of Directors and senior
managers with strategic responsibilities.
(omissis)
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. Nevertheless, the
Stockholders Meeting may determine an aggregate amount for
compensation of all the Directors, including those vested with
particular offices.
Turin, May 10, 2005
The Chairman of the Board of Directors
Luca Cordero di Montezemolo
1 Report on Corporate Governance (March 2004)
2 Consob - Comments made after consultation on amendments to the Market
Regulation, where it is observed that it is currently difficult to reconcile the principle of
“record date” with applicable statutory principles governing legitimate exercise of
company rights.
MOTION TO AMEND ARTICLE 8 AND ARTICLE 12
OF THE ARTICLES OF ASSOCIATION