Chrysler 2005 Annual Report Download - page 272

271
Other Items on the Agenda and Related Reports and Motions
Stockholders,
The term of the Board of Statutory Auditors expires on the date of
the Stockholders Meeting that approves the financial statements at
December 31, 2005. Thus, you are being asked to appoint a new
Board of Statutory Auditors that, pursuant to Article 17 of the
Articles of Association, must be comprised by three statutory
auditors and three alternate auditors. The minority stockholders
have the prerogative of electing one of the statutory auditors and
one of the alternate auditors.
Stockholders, either singly or in groups, who own at least 1% of
the ordinary stock, may deposit lists with the names of candidates
for the post of statutory auditor and alternate auditor. The lists and
the declarations signed by the candidates, in which they accept their
candidacy and attest that they satisfy the requirements of both the
law and the Articles of Association, must be deposited at the
registered office of the Company at least ten days before the
scheduled date of the stockholders meeting on the first call. In
addition to the statutory and regulatory requirements of integrity,
professionalism, and independence, the Articles of Association
require that all statutory auditors be entered on the Auditors’
Register and have at least three years of experience as statutory
account auditors.
Furthermore, certification must be deposited for each candidate,
listing the posts of director and statutory auditor held at other
Appointment of the Board of Statutory
Auditors, its Chairman and
determination of the relevant fees
companies. This information, updated as of the date of the
stockholders meeting, shall be provided to the stockholders.
Ownership of 1% or more of the ordinary stock (10,922,463 shares)
by those who submit a list must be certified by the authorized
intermediaries, unless the securities account is held directly at the
Company.
According to the Articles of Association, the first two statutory and
alternate auditors will be selected from the list that obtained the
highest number of votes, while the third statutory auditor and the
third alternate auditor will be taken from the list that obtains the
second highest number of votes, all according to the order in which
they are indicated on the list.
In compliance with Article 148 of Legislative Decree no. 58/1998,
the statutory auditor selected from the list that obtained the second
highest number of votes at the stockholders meeting will become
Chairman of the Board of Statutory Auditors. Therefore, if these
conditions are satisfied, the provision of the Articles of Association
envisaging that the first candidate on the first list be Chairman of
the Board of Statutory Auditors will not apply.
We propose that you set the compensation of the statutory auditors
according to the professional rate schedule for certified public
accountants: 42,000 euros for the statutory auditors and 63,000
euros for the Chairman.
Turin, February 28, 2006
Board of Directors
By:
Luca Cordero di Montezemolo
Chairman