Chrysler 2005 Annual Report Download - page 265

264 Reports of the Board of Statutory Auditors
The Board of Statutory Auditors received four complaints under
Article 2408 of the Italian Civil Code, which are reviewed below.
At this point, is not aware of any other memoranda that would
require it to take action.
during the year, we issued the opinions that the Board of Statutory
Auditors was obliged to provide by law, and we granted our
approval for recognition of 1,363,730 euros in start-up and
expansion costs under assets on the balance sheet, in accordance
with Article 2426, paragraph 5 of the Italian Civil Code;
in compliance with the amended Article 149, paragraph 1, letter c)
bis of Legislative Decree no. 58 of February 24, 1998, we
acknowledge that the Directors affirm in their Annual Report on
Corporate Governance that:
“The Fiat Group adopted and abides by the Corporate Governance
Code of Italian Listed Companies, supplemented and amended as
necessary to ensure that the corporate governance system it adopted
is in line with the rules imposed for listing on the NYSE, including the
relevant sections of the Sarbanes-Oxley Act, and the characteristics of
the Group.”
We confirmed that the Group actually complies with the Corporate
Governance Code and that its various aspects were discussed in the
Annual Report on Corporate Governance submitted to you by the
Board of Directors. Reference is made to that report for more
complete information in this regard.
We have received a communication from Deloitte & Touche S.p.A.
stating that Fiat S.p.A. retained its services to perform, in addition to
auditing the statutory and consolidated financial statements, limited
auditing of the consolidated first half report, agreed procedures for
auditing of the quarterly reports, and auditing of the Form 20-F
consolidated financial statements, the engagements listed below for
which the respective fees are indicated:
Studies and analyses of the accounting procedures and disclosures
to be made in the Group’s 2004 consolidated financial statements
in regard to material, non-recurring transactions carried out by Fiat
S.p.A. or its subsidiaries in the reference fiscal year, for a fee of
37,500 euros;
Additional auditing work concerning the consolidated balance
sheet at January 1, 2004 prepared by the Group in accordance
with international accounting standards as a result of changes in
the relevant regulatory framework following the enactment of EU
Regulation No. 1606 of July 19, 2002, for a fee of 167,000 euros;
Studies and analyses on the accounting treatment in Form 20-F for
fiscal 2004 of significant, non-recurring transactions carried out by
Fiat S.p.A. or subsidiaries in the reference year, for a fee of 401,800
euros.
Preliminary planning activity for auditing of the Fiat Group’s internal
control over financial reporting envisaged in Section 404 of the
Sarbanes-Oxley Act, for a fee of 840,000 euros.
Additional auditing activity of financial transactions (“comfort
letters”), and the activity performed on the Prospectus for the
offering to Fiat stockholders of option rights to purchase ordinary
shares subscribed by the banks on September 20, 2005, for a fee
of 167,500 euros.
Analysis of the compliance of Sections II and III of the Fiat Group
accounting manual for reporting and the consolidated financial
statements, drafted in accordance with international financial
reporting standards, for a fee of 18,000 euros.
Subscription of the tax returns and Forms 770, for a fee of 5,000
euros.
Auditing of the final statement of costs approved by the joint
committee founded by Fiat S.p.A. and the Turin Polytechnic
University for the establishment of university degree courses
in automotive engineering, for a fee of 5,500 euros;
Complaints Pursuant to Article 2408 of the Italian Civil Code
On July 27, 2005, September 14, 2005, December 16, 2005 and
January 30, 2006, respectively, Marco Bava, a Fiat stockholder, filed four
complaints pursuant to Article 2408 of the Italian Civil Code.These
complaints, which, in each case, were filed shortly before meetings of
the Company’s Board of Directors, were addressed to the Chairman
of the Board of Statutory Auditors of Fiat S.p.A, with copy to the
Boards of Directors of Fiat S.p.A. and Fiat Auto S.p.A., and the
External Auditors Deloitte & Touche S.p.A. In brief (the actual
complaints consist of 6 typewritten pages), the complainant largely
criticizes the manner in which Fiat S.p.A. is being managed, alleging
that it is jeopardizing the Company’s ability to function as a going
concern and that it will lead to its liquidation, and asks the Board
of Statutory Auditors to determine whether such practices are
consistent with sound management principles. Specifically, in the
complaints dated September 14, 2005 and January 30, 2006, with
regard to the Fiat Group, the complainant:
a) asks who appraised the Mirafiori areas sold to Public Entities;
b) affirms that “the accounts improve because the valuation principles
eliminate the industrial costs for industrial restructuring, which as
such should be included as ordinary costs for Fiat over the last
decade.”