Chrysler 2005 Annual Report Download - page 271

270 Other Items on the Agenda and Related Reports and Motions
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 shareholder 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 – engaged 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 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 nevertheless express its favourable opinion 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 occur 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.