Chrysler 2005 Annual Report Download - page 45

44 Reporton Operations Corporate Governance
01 Report on Operations
of: Edison S.p.A. and Seat Pagine Gialle; Member of the Supervisory
Board of Sofipa Equity Fund;
Hermann-Josef Lamberti: Member of the Management Board of
Deutsche Bank AG, of the Supervisory Board of Deutsche Bank
Privat- und Geschäftskunden AG; Member of the Supervisory
Board of Deutsche Börse AG; Member of the Supervisory Board of
Schering AG; Member of the Supervisory Board of Carl Zeiss AG;
Sergio Marchionne:Vice Chairman of the SGS Group; Director
of Serono S.A. and President of ACEA (European Automobile
Manufacturers Association);
Virgilio Marrone: General Manager of IFI S.p.A.; Director of: Exor
Group and Sanpaolo Imi;
Vittorio Mincato: Chairman of Poste Italiane S.p.A.; Director
of Parmalat S.p.A.;
Pasquale Pistorio: Honorary Chairman of S.T. Microelectronics;
Director of: Chartered Semiconductor Manufacturing and Telecom
Italia S.p.A.;
Daniel J. Winteler: Chairman and Chief Executive Officer of
Alpitour S.p.A.; Director of: IFIL Investments S.p.A. and Sequana
Capital;
Mario Zibetti: Director of Ersel Finanziaria S.p.A.
Committees established bythe Boardof Directors
During 2005 the Board of Directors revised the Charters of the
Internal Control Committee and of the Nominating and
Compensation Committee supplementing roles and requirements.
In particular, the Board entrusted the Nominating and Compensation
Committee with the task of selecting and proposing nominees for
the post of Director and it also established the Strategic Committee,
on which it relies for the preparation of Company and Group
strategies.
Internal Control System
In 2002, amending what was defined in 1999, partly in order to
receive the changes made to the Corporate Governance Code,
the Board adopted the “Guidelines for the Internal Control System,”
which came into effect on January 1, 2003.
Essential parts of the Internal Control System are the Code
of Conduct that replaced the Code of Ethics in 2002, and the
Compliance Program adopted bythe Board of Directorson February
28, 2003 and subsequently amended on February 28, 2005 pursuant
to the “Norms governing the Administrative Liability of Legal Entities”
envisaged in LegislativeDecree no.231/2001, as amended.
The Code of Conduct expresses the professional principles of
corporate conduct that Fiat has adopted and with which directors,
statutory auditors, employees, consultants, and partners are
requested to conform to.
The Compliance Program of Fiat S.p.A., which was prepared in
compliance with the guidelines prepared by Confindustria, envisages
a system of procedures and controls designed to reduce the risk that
the offenses envisaged in LegislativeDecree no. 231/2001 be
committed and is comprised by a General Part and Special Parts that
govern, for each type of offense, the system of procedures and
controls applicable to the Company. A Compliance Officer function
was established, headed by the Head of Internal Audit/Compliance
Officer, with the mission of promoting effective and proper
implementation of the Compliance Program, including monitoring of
corporate conduct and the right to constant disclosures on significant
activities. Group companies are steadily adopting compliance
programs that are in line with Group’sgeneral principles, after
identifying their respective sensitive processes and the specific
procedures to be implemented at each individual company.
In application of the Compliance Program, the Code of Conduct,
and the Sarbanes Oxley Act Section 301 on whistleblowings, the
Procedure for Whistleblowings Management was adopted in order