Chrysler 2006 Annual Report Download - page 170

Items on the Agenda and Related Reports and Motions 337
percentage applicable to the Company according to current
laws. In any case, the percentage shall not exceed 1% of the
ordinary shares.
No single stockholder, nor stockholders that are controlled
by or associated with the company pursuant to the Italian
Civil Code, can present or vote, even by means of third parties
or a trustee company, more than one list of candidates. Each
candidate can be present in one list only, otherwise he will
be considered ineligible.
The candidates included on the lists must be indicated in
numerical order and satisfy the integrity requirements
imposed by law. The candidate who is indicated at number
one on the list must also satisfy the legal requirements
of independence.
The lists presented must be deposited at the Company’s
offices at least fifteen days prior to the date set for the
Meeting on first call, and mention of such term must be
made in the document calling the Meeting.
Together with each list and within the time limit indicated
above, declarations will be deposited in which single
candidates accept the candidature and, on their own
responsibility, state that they satisfy the envisaged
requirements. The candidates who do not comply with
these rules are ineligible.
Once the Stockholders Meeting determines the number
of directors to be elected, the following procedure shall
be applied:
1. all the directors except one shall be elected from the list
that has obtained the highest number of votes, on the basis
of the numerical order under which they appear on the list;
2. in accordance with the law, one director shall be elected
from the list that has obtained the second highest number
of votes, on the basis of the numerical order under which
the candidates appear on the list.
Lists that received a percentage of votes at the Stockholders
Meeting that is less than half of the number required pursuant
to the third paragraph of this article shall not be counted.
The foregoing rules for appointment of the Board of Directors
do not apply if at least two lists are not submitted or voted on,
Items on the Agenda and Related Reports and Motions336
The appointment, revocation, expiration of the term of office,
replacement or lapsing of Directors is governed by the
applicable laws. However, if as a result of resignations or
other reasons the majority of the Directors elected by the
Stockholders Meeting is no longer in office, the term of office
of the entire Board of Directors will be deemed to have
expired, and a Stockholders Meeting will be convened on
an urgent basis by the Directors still in office for the purpose
of electing a new Board of Directors.
Art. 12 – Corporate Offices, Committees and Directors’
Compensation
The Board of Directors shall appoint from among its members
a Chairman, a Vice Chairman, if deemed advisable, and one
or more Chief Executive Officers. In the case of the absence
or incapacity of the Chairman, the Vice Chairman, if appointed,
will assume his functions.
The Board of Directors may set up an Executive Committee
and/or other Committees with specific functions and tasks,
fixing its/their composition and operating procedures. More
specifically, the Board of Directors shall establish a Committee
to supervise the Internal Control System and Committees for
the nomination and compensation of Directors and senior
managers with strategic responsibilities.
The Board of Directors may also appoint one or more Chief
Operating Officers and may designate a Secretary, who need
not be a member of the Board.
The compensation payable to the Directors and members
of the Executive Committee shall be determined by the
or at the Stockholders Meetings that must replace directors
during their terms. In these cases, the Stockholders Meeting
shall decide on the basis of a relative majority.
Without prejudice to what is set forth in this article, the
appointment, revocation, expiration of the term of office,
replacement or lapsing of directors is governed by the
applicable laws. However, if as a result of resignations or
other reasons the majority of the directors elected by
the Stockholders Meeting is no longer in office, the term of
office of the entire Board of Directors will be deemed to have
expired, and a Stockholders Meeting will be convened on an
urgent basis by the directors still in office for the purpose
of electing a new Board of Directors.
Art. 12 – Corporate Offices, Committees and Directors’
Compensation
Unchanged
Unchanged
After receiving the opinion of the Board of Statutory Auditors,
the Board of Directors 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. Only a
person who has acquired several years of experience in the
accounting and financial affairs at large companies may be
appointed.
Unchanged
Unchanged