Chrysler 2006 Annual Report Download - page 27

■Sergio Marchionne: Chairman of SGS S.A., Member of
the Supervisory Board of Hochtief AG
■Virgilio Marrone: Chief Executive Officer and General
Manager of IFI S.p.A., Director of Exor Group and member
of the Management Board of Intesa Sanpaolo
■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, Telecom
Italia S.p.A. and Energy Conversion Device Inc.
■Carlo Barel di Sant’Albano: Chief Executive Officer
and General Manager of IFIL Investments S.p.A., Director
of Juventus FC S.p.A. and Sequana Capital
■Ratan Tata: Chairman of Tata Sons Ltd, Tata Industries Ltd,
Tata Steel Ltd, Tata Motors Ltd, Tata Chemicals Ltd, The Indian
Hotels Company Ltd, The Tata Power Company Ltd, Tata Tea
Ltd, Tata Autocomp Systems Ltd, Tata Consultancy Services
Ltd, Tata Teleservices Ltd, Tata Teleservices (Maharashtra) Ltd,
Tata Technologies (Pte) Ltd (Singapore), Tata International AG,
Tata Limited (UK), Tata Incorporated (USA), Tata America
International Corporation Ltd and Tata Motors European
Technical Centre, Plc.
■Mario Zibetti: Director of Ersel Sim S.p.A.
Committees established by the Board
of Directors
The Board of Directors established the Internal Control
Committee and the Nominating and Compensation Committee.
The Board also 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.
strategic consistency, economic feasibility, and expected return
for the Company.
Decisions regarding the most significant transactions with
related parties are also excluded from the mandate granted
to executive directors, with all transactions being subject
to special rules of substantial and procedural fairness and
disclosure to the Board.
At December 31 2006, the Board is comprised by three
executive directors and twelve non-executive directors – that
is, who do not hold delegated authority or perform executive
functions in the Company or the Group –, eight of whom are
independent.
The executive directors are the Chairman, the Vice Chairman,
who substitutes for the Chairman if the latter is absent
or prevented from acting, and the Chief Executive Officer. They
also hold management positions in subsidiaries: Luca Cordero
di Montezemolo is Chairman of Ferrari S.p.A., John Elkann is
Chairman of Itedi S.p.A., and Sergio Marchionne, in addition
to being Chairman of the principal subsidiaries, is also Chief
Executive Officer of Fiat Group Automobiles S.p.A.
An adequate number of independent directors is essential
to protect the interests of stockholders, particularly minority
stockholders, and third parties. In order to achieve this
objective, the Board of Directors resolved to submit a motion
to the Stockholders Meeting to confirm the principle of a board
with a majority of independent directors as well as the
selective criteria for determining independence, already
adopted in 2005. The Board of Directors held that enhancing
protections against potential conflicts of interest is a priority
for the Company,particularly in those areas less prone to
control by the Stockholders Meeting. During 2006, following
the resolutions passed by the Stockholders Meeting on June
23, 2005 and on May 3, 2006, the Board of Directors was made
up of a majority of independent directors.
The qualifications of independent directors are assessed
annually and based on the absence or insignificance during
the previous three years of investment, economic, or other
relationships maintained directly, indirectly, or on behalf of third
parties with the Company, its executive directors and managers
with strategic responsibilities, its controlling companies or
subsidiaries, or with parties otherwise related to the Company.
Internal Control System
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 by the Board of Directors pursuant
to the “Norms governing the Administrative Liability of Legal
Entities” envisaged in Legislative Decree 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.
In a resolution dated July 24, 2006, the Fiat Board of Directors
approved the third edition of the Compliance Program pursuant
to Legislative Decree 231/01 and the new “Guidelines” for
adoption of the Program by Fiat Group Companies. The changes
made to the previous edition consisted of the introduction of
recent changes in the law and case law, receiving the new model
fact situations of offences regarding protection of investors and
market abuse, and identifying the associated sensitive processes.
At the same time, a collegial Compliance Program Supervisory
Body was appointed, consistently with current statutes and case
law, as well as the orientation of the most important economic
enterprises in Italy. The Compliance Program Supervisory Body
reports on its own activities to the Board of Directors through the
Internal Control Committee and the Board of Statutory Auditors.
The Compliance Program Supervisory Body – comprised of the
Group Compliance Officer, the Senior Counsel, and an external
professional – approved its own Internal Regulation and
aspecific Supervisory Program.
In application of the Compliance Program, the Code of Conduct,
and provisions of the Sarbanes-Oxley Act on whistleblowings,
the Procedure for Whistleblowings Management was adopted in
order to regulate the management of reports and claims filed by
individuals inside and outside the Company regarding suspected
Report on Operations Corporate Governance 51Report on Operations Corporate Governance50
At its meeting held on May 3, 2006, the Board of Directors
confirmed that the directors Roland Berger, Luca Garavoglia,
Gian Maria Gros-Pietro, Hermann-Josef Lamberti, Vittorio
Mincato, Pasquale Pistorio, Ratan Tata and Mario Zibetti
satisfied these requirements of independence.
Some of the current directors also hold positions at other listed
companies or companies of a significant interest. Excluding
the previously mentioned positions held by executive directors
at the Fiat Group, the most significant are as follows:
■Andrea Agnelli: Director of IFI S.p.A.
■Roland Berger: Member of the Supervisory Board of Alcan
Inc., Schuler AG, LP Holding GmbH, Loyalty Partners Holdings
and Helios Kliniken GmbH
■Tiberto Brandolini D’Adda: Vice Chairman of IFIL Investments
S.p.A., Vice Chairman and Chief Executive Officer of Exor
Group, Chairman and General Manager of Sequana Capital,
General Partner of Giovanni Agnelli e C. S.a.p.A., Director of IFI
S.p.A., Espírito Santo Financial Group, SGS S.A. and Vittoria
Assicurazioni S.p.A.
■Luca Cordero di Montezemolo: Director of Poltrona Frau
S.p.A., Tod’s S.p.A., Indesit Company S.p.A., Pinault Printemps
Redoute and Le Monde, Member of the International Advisory
Board of Citigroup Inc.
■John Elkann: Vice Chairman and General Partner of
Giovanni Agnelli e C. S.a.p.A., Vice Chairman of IFIL
Investments S.p.A., Director of IFI S.p.A., Exor Group,
RCS MediaGroup and Banca Leonardo
■Luca Garavoglia: Chairman of Davide Campari Milano S.p.A.
■Gian Maria Gros-Pietro: Chairman of Autostrade S.p.A.,
Autostrade per l’Italia S.p.A. and Perseo S.p.A., Director
of Edison S.p.A. and Seat Pagine Gialle S.p.A.
■Hermann-Josef Lamberti: Member of the Management
Board of Deutsche Bank AG, Chairman of the Supervisory
Board of Deutsche Bank Privat- und Geschäftskunden AG,
Member of the Supervisory Board of Deutsche Börse AG and
of Carl Zeiss AG