Chrysler 2004 Annual Report Download - page 55

53
Corporate Governance
more than five other listed companies, with the exception of
the controlling companies and subsidiaries of Fiat S.p.A.
The members of the Board of Statutory Auditors are Cesare
Ferrero, Chairman, and Giuseppe Camosci and Giorgio Ferrino.
Their term expires on the date of the stockholders meeting
that approves the financial statements for 2005. In addition to the
positions respectively held as Chairman of the Board of Statutory
Auditors and statutory auditor at the controlling companies IFI
S.p.A. and IFIL Investments S.p.A., Cesare Ferrero also holds the
position of director at Autostrada Torino Milano S.p.A., Davide
Campari Milano S.p.A., and Pininfarina S.p.A. The other statutory
auditors do not hold other positions in listed companies.
In accordance with the Article 17 of 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
Company’s Articles of Association, the minimum equity interest
needed to submit a slate of candidates was originally set at 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
to speak in juxtaposition to the majority. Pursuant to a
resolution by the extraordinary stockholders meeting of May
11, 2004, this threshold was reduced to 1%, in favor of minority
stockholders in recognition of the greater fragmentation of
stockholdings observed recently. Thus far, the minority
stockholders have not exercised this right, although Fiat
believes that the independence of its Board of Statutory
Auditors is guaranteed by the requirements of independence
and professionalism prescribed by law and the Articles of
Association, and the unquestioned professional
authoritativeness that has always distinguished its members.
Furthermore, 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.