Chrysler 2005 Annual Report Download - page 46

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Report on Operations Corporate Governance
to regulate the management of reports and claims filed by individuals
inside and outside the Company regarding suspected or presumed
violations of the code of conduct, financial and/or accounting fraud
against the company, oppressive behaviour towards employees or
third parties, and complaints regarding bookkeeping, internal audits,
and independent audits.
The Procedure for the Engagement of Auditing Firms regulates
the engagement of Group external auditors by Fiat S.p.A. and its
subsidiaries, as well as the commissioning of the companies and
professional firms that maintain an ongoing relationship with those
external auditors (so-called network) in order to ensure the
mandatory independence of the auditing firm.
Documents and information regarding the Company are
disseminated in compliance with the “Disclosures Controls &
Procedures"adopted in conformity with the Securities Exchange
Act of 1934 and the Sarbanes Oxley Act of 2002. Periodic and
extraordinary financial information and price sensitive information
is disseminated on the basis of these Disclosures Controls &
Procedures.These disclosures are also posted on the Group website.
Board of Statutory Auditors
The Board of Statutory Auditors is comprised of three Statutory
Auditors and three Alternates, all of whom, as required by Article
17 of the Articles of Association, must be entered in the Auditors’
Register and have at least three years’ experience as chartered
accountants. Furthermore, they may not hold the position of
statutoryauditor in more than fiveother listed companies, with the
exception of the controlling companies and subsidiaries of Fiat S.p.A.
The members of the Board of Statutory Auditors, which acts as
Audit Committee pursuant to US law, are Cesare Ferrero, Chairman,
Giuseppe Camosci and Giorgio Ferrino. Their term expires on the
date of the stockholders meeting that approves the 2005 financial
statements. In addition to the positions respectively held as Chairman
of the Board of Statutory Auditors and statutory auditor at the
controlling companies IFI S.p.A. and IFIL S.p.A., Cesare Ferrero also
holds the position of director at Autostrada Torino Milano S.p.A.,
Davide Campari Milano S.p.A., Pininfarina S.p.A. and that of statutory
auditor of Toro Assicurazioni S.p.A.The other statutory auditors do
not hold other positions in listed companies.
In accordance with Article 17 of the Company’s Articles of
Association and as envisaged under the Consolidated Lawon
Financial Intermediation, properly organized minority groups may
appoint one Statutory Auditor. The minimum equity interest needed
to submit a slate of candidates is equal to 1% of the ordinarycapital.
Thus far,the minority stockholdershave not exercised this right,
although Fiat believes that the independence of its Board of
Statutory Auditors is guaranteed by the requirements of
independence and professionalism prescribed by law and the
Articles of Association, and the unquestioned professional
authoritativeness that has always distinguished its members.
Furthermore, in accordance with the Articles of Association, the
slates of candidates must be deposited at the registered office of
the company at least ten days before the scheduled date of the
Stockholders Meeting on its first call and be accompanied by
statements certifying satisfaction of the requirements prescribed by
law and the Articles of Association and that they are not ineligible
or incompatible,on penalty of rejection of those slates.