Chrysler 2005 Annual Report Download - page 264

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Reports of the Board of Statutory Auditors
Report of the Board of Statutory Auditors pursuant
to Article 153 of Legislative Decree No. 58/1998,
and Article 2429, Section 2, of the Italian Civil Code
Dear Stockholders:
Article 153 of Legislative Decree No. 58 of February 24, 1998
envisages that the Board of Statutory Auditors report to the
Stockholders Meeting, convened to approve the statutory financial
statements, the results of its oversight activity, indicating any omissions
or improper transactions it discovered, and empowers it to put forth
motions regarding the financial statements, their approval and other
matters under its jurisdiction.
This Report is provided in accordance with the abovementioned
provision and pursuant to Article 2429, Section 2, of the Italian Civil
Code. During the past fiscal year, we performed the duties incumbent
upon us under Article 149 of Legislative Decree No. 58 of February
24, 1998, and are able to report specific information on the subjects
listed below.
We attended the meetings of the Board of Directors, where we
received detailed information on the Company’s business and on the
main operating, financial and asset transactions carried out or in the
process of being carried out by the Company and/or its subsidiaries.
In this regard, we determined and ascertained that all pending or
completed transactions complied with all pertinent provisions of the
law and the Articles of Association, were not in conflict with any
resolution adopted by the Stockholders Meeting or produced no
conflicts of interest, and were consistent with the principles of sound
management.
The Company’s organization is adequate, based on the size of the
Company. As part of our work, we met with the heads of the various
Company Functions and with representatives of the External
Auditors, from whom we obtained comprehensive information
indicating that the Company was complying with the principles
of fair and sound management.
The Board of Directors established an Internal Control Committee
and a Nominating and Compensation Committee. During the 2005
fiscal year, a Strategic Committee was established.
The system of internal control, which has been created at the Group
level, is constantly being upgraded and is operational at the Parent
Company and its subsidiaries.
We express a favorable opinion on the Company’s system of internal
control, and on its ability to check the proper implementation of the
internal operating and administrative procedures adopted to ensure
that the Company is managed correctly and efficiently, while at the
same time identifying, preventing and minimizing financial and
operating risks and the danger of fraud.The Board of Statutory
Auditors was present at all Internal Control Committee meetings.
Based on our determinations and on the information garnered in
previous fiscal years, we further believe that the Company’s
administrative and accounting system is adequate for the purpose
of presenting fairly the results of operations.
The guidelines provided by Fiat S.p.A. to its subsidiaries pursuant
to Article 114, Section 2, of Legislative Decree No. 58/98 also appear
to be adequate.
The Board of Directors provided us with the Report on Operations
for the first half of 2005 within the statutory deadline and published
it in accordance with the formalities required by the Consob. It also
complied with statutory requirements as regards quarterly reports.
With regard to Consob communications, insofar as they apply to
our task, we can confirm the following:
In its Report on Operations, the Board of Directors provided
exhaustive and complete information on the degree of
implementation of the systems and procedures needed for the
adoption of international accounting standards, which have become
mandatory as from the current fiscal year.
As required by the Consolidated Law on Financial Intermediation
(Legislative Decree No. 58/98), the Board of Statutory Auditors
has been informed on a constant basis on matters falling under
its jurisdiction.
The checks and audits of the Company conducted by us on a
periodic basis revealed no atypical or unusual transactions.
With regard to intra-Group transactions, the Board of Directors
mentions in its Report on Operations that numerous transactions
involving the delivery of goods and the provision of services took
place between the Company, other Group companies and/or
related parties.The Report on Operations further states that these
transactions were executed on terms that were competitive with
those available in the marketplace for goods or services of similar
quality.
The External Auditors’ report neither contains objections nor does
it draw attention to any particular event or set forth relevant
qualifications or suggestions.
In 2005, the Board of Directors met 9 times.We were present
at all of these meetings.The Board of Statutory Auditors met 23
times.The External Auditors attended five of these meetings.