Chrysler 2006 Annual Report Download - page 169

Items on the Agenda and Related Reports and Motions 335
Current text
Art. 9 – Convening of Stockholders Meetings and
Adoption of Valid Resolutions
Resolutions adopted by the Stockholders Meeting pursuant
to law and these By-laws are binding on all stockholders,
including those who are absent or dissenting.
Ordinary Meetings are properly constituted on first call by the
attendance of stockholders representing at least one half of the
capital stock entitled to vote; on second call, by the attendance
of stockholders representing any portion of the capital stock
entitled to vote.
Resolutions are always adopted by an absolute majority of the
votes, except for the election of Directors, which requires only
a relative majority, and the election of Statutory Auditors,
which is governed by the provisions of Article 17.
An Extraordinary Stockholders Meeting is duly convened,
on the first call, if stockholders representing at least half of the
voting capital are present. On the second call and third call, the
stockholders in attendance must represent more than one-third
and at least one-fifth, respectively, of the voting capital.
An Extraordinary Stockholders Meeting can adopt a resolution,
on the first, second or third call, with the favorable vote of at
least two-thirds of the capital represented at the Meeting.
The foregoing provisions have no effect on special majorities
required pursuant to law or on the provisions that govern
Special Meetings for holders of shares of a single class.
Art. 11 – Board of Directors
The Company is managed by a Board of Directors consisting of
a number varying from nine to fifteen members, as determined
by the Stockholders Meeting.
No one over the age of 75 shall be appointed as a Director.
Stockholders,
Certain amendments to the By-laws must be made to comply
with the recent amendments to Legislative Decree no. 58 of
February 24 1998, the Consolidated Law on Financial
Intermediation, that were introduced by Law no. 262 of
December 28 2005, the Law on Investors Protection, and
Legislative Decree no. 303 of December 29, 2006.
In particular, Article 11 (Board of Directors) must be amended
in order to introduce the vote list system for the election of
directors, so that a director can be elected on the basis of a
minority list. The amendment must also define the minimum
equity interest required for submission of a list of candidates.
Pursuant to the new law, the interest must not exceed 2.5% of
the voting shares, or a different threshold to be established by
Consob according to the capitalisation, the number of
outstanding shares available for trade, and the ownership
structure of listed companies.
Considering the widespread ownership of Fiat stock and
the consequently fragmented nature of stockholdings in the
Company, as well as corporate governance practices already
applied for the appointment of the members of the Board
of Statutory Auditors, we propose that the minimum equity
interest required for submission of a list of candidates for the
directors’ election be set in compliance with the provisions
that may be applicable to the Company pursuant to future
regulations and that, in any case, should not exceed 1% of
ordinary shares, and thus at a level significantly lower than
what is currently set by the law.
Another new requirement is that at least two directors
satisfying the requirements of independence set forth
in Article 147 ter of the Consolidated Law on Financial
Intermediation must be appointed to the Board of Directors.
These requirements state that independent directors must
not be relatives up to the fourth degree of other directors
of the Company, its subsidiaries or parent companies or the
companies subject to joint control. Furthermore, they may
not be consultants, advisors or employees of these companies.
The candidates may not have other financial or professional
relationships with these companies such as to compromise
their independence with respect to such companies and their
directors. Should they subsequently fail to satisfy these
requirements, they will cease to be members of the Board
as operation of law.
Consequently we submit a proposal of amendment to the
By-laws whereby each list of candidates must include a candidate
that satisfies the requirements of independence imposed by law.
We also propose amendment of Article 12 (Corporate Offices,
Committees, and Directors’ Compensation) whereby the Board
of Directors, after receiving the opinion of the Board of Statutory
Auditors, shall appoint the Manager in charge of preparing the
Company’s financial reporting. The Board of Directors may vest
with the relevant functions more than one individual, provided
that these individuals perform such functions together and have
joint responsibility; a several-year experience with the accounting
and financial affairs at large companies is also a mandatory
professional requirement.
Finally, we propose that you amend Articles 13 (Meetings
and Duties of the Board of Directors) and 17 (Appointment and
Qualifications of the Statutory Auditors) in accordance with the
new rules governing the Board of Statutory Auditors, including
the one applied last year, which specifies that the Chairman of the
Board of Statutory Auditors be chosen from the list of candidates
that obtained the second highest number of votes at the
Stockholders Meeting.
The proposed amendments are illustrated in detail at the end of
this report, which shows the old and new versions. Said
amendments may be subject to further changes prior to the
Stockholders Meetings should new provisions of law come
into effect.
Turin, February 20, 2007
On behalf of the Board of Directors
Luca Cordero di Montezemolo
Chairman
Items on the Agenda and Related Reports and Motions334
Motion to amend Articles 9, 11, 12, 13
and 17 of the By-laws
Proposed amendments
Art. 9 – Convening of Stockholders Meetings and
Adoption of Valid Resolutions
Unchanged
Unchanged
Resolutions are always adopted by an absolute majority of
the votes, except for the election of Directors and Statutory
Auditors which is governed by the provisions of Articles 11
and 17.
Unchanged
Unchanged
Unchanged
Art. 11 – Board of Directors
Unchanged
Unchanged
The Board of Directors is appointed by using lists of
candidates. If several lists are submitted, one of the members
of the Board of Directors shall be chosen from the list that
obtained the second highest number of votes. Lists may be
submitted only by those stockholders who, individually or
together with others, own voting shares representing the