Chrysler 2005 Annual Report Download - page 273

272 Other Items on the Agenda and Related Reports and Motions
Stockholders,
The mandate of Deloitte & Touche S.p.A., formerly Deloitte &
Touche Italia S.p.A., as the auditing firm for 2003, 2004, and 2005
expires on the date of the stockholders meeting that approves
the 2005 statutory financial statements.
In compliance with Article 159 of Legislative Decree no. 58/1998,
as amended by Law no. 262 of December 28, 2005, we propose
that since it has reached the end of its second three-year term as
external auditors, it be engaged for a six year term, i.e. for fiscal
years 2006-2011.
Having deemed it opportune to exploit its familiarity with auditing
procedures, on the one hand, and accounting techniques,
administrative procedures, and the internal control system, on the
other, and also in view of realizing synergies and savings, we have
asked Deloitte & Touche S.p.A. to make a proposal for the renewal
of the audit engagement. This solution also offers the advantage of
continuing the work performed thus far on compliance with the new
obligations imposed by the Sarbanes Oxley Act, which the Company
must comply with starting in 2006.
We also propose that Deloitte & Touche S.p.A. be engaged to audit
the entire Group, and thus including Magneti Marelli Holding and the
group of companies that it heads, in order to maximize the synergies
that can be realized with respect to compliance with United States
regulations and at the same time align the Group to international
best practices, which favor having a single auditor for individual groups.
As customary, the auditor’s activity consists of:
– the activities envisaged in Articles 155 and 156 of the
Consolidated Law on Financial Intermediation, and thus proper
bookkeeping and reporting of operations in the accounting
records, the consistency of the statutory and consolidated financial
statements with the accounting records and audits that are
performed, as well as their compliance with applicable regulations;
– limited audits of the first-half reports and the audit procedures
approved for auditing of the quarterly reports,
– additional audits of the Form 20-F consolidated financial
statements that are prepared for submission to the United
States Securities and Exchange Commission.
The estimated annual fee is 170,000 euros. It may change if
exceptional or unexpected events occur or if the structure of
the Company or the Group changes. Beginning in 2007, it will be
adjusted according to the increase in the ISTAT cost of living index.
As part of the Group auditing plan, which is attached to the motion
for the engagement of the auditing firm that we are submitting for
you approval, Deloitte & Touche S.p.A. and its foreign partners are
engaged to audit Italian and foreign subsidiaries, as illustrated in the
following outline.
Euro
Fiat S.p.A. 170,000
Italian subsidiaries subject to complete audits pursuant
to Article 165 of Legislative Decree no. 58/1998. 4,301,810
Italian subsidiaries subject to complete audits as part
of the audit of the consolidated financial statements. 78,950
Italian subsidiaries subject to limited audits as part
of the audit of the consolidated financial statements. 52,900
Total Italian subsidiaries 4,433,660
Foreign subsidiaries subject to complete
audits pursuant to local laws and Article 150
of Consob Regulation no. 11971/1999. 10,725,414
Foreign subsidiaries subject to limited audits as part
of the audit of the consolidated financial statements. 370,926
Total foreign subsidiaries 11,096,340
GRAND TOTAL 15,700,000
Therefore, we propose that Deloitte & Touche S.p.A. be engaged
as auditing firm for the six fiscal years from 2006 to 2011, setting
its annual fee for activities performed on behalf of your Company
in the amount of 170,000 euros.
Turin, February 28, 2006
Board of Directors
By:
Luca Cordero di Montezemolo
Chairman
Engagement of the External Auditors