Chrysler 2007 Annual Report Download - page 329

Reports of the Board of Statutory Auditors328
■In fiscal 2007, the Board of Directors met seven times,
as did the Internal Control Committee. We attended all of those
meetings. The Board of Statutory Auditors met 11 times.
The External Auditors attended four of those meetings.
■In compliance with Article 149, paragraph 1, letter c) bis
of Legislative Decree no. 58 of February 24, 1998, we
acknowledge that the Directors affirm in their Annual Report
on Corporate Governance that:
“The Fiat Group adopted and abides by the Corporate
Governance Code of Italian Listed Companies issued
in March 2006, supplemented and amended as necessary
to align its corporate governance system to the regulatory
requirements arising from the listing on the NYSE, withdrawn
on August 23, 2007, and the characteristics of the Group”.
We confirmed that the Group actually complies with
the Corporate Governance Code and that its various aspects
were discussed in the Annual Report on Corporate Governance
submitted to you by the Board of Directors. Reference is made
to that report for more complete information in this regard.
We have received a communication from Deloitte & Touche
S.p.A. stating that Fiat S.p.A. retained its services to perform,
in addition to auditing the statutory and consolidated financial
statements, limited auditing of the consolidated first half
report, agreed upon procedures for auditing of the quarterly
reports, as well as auditing of the Form 20-F consolidated
financial statements, the engagements listed below for which
the respective fees are indicated:
■Signing of the tax returns (Unico and 770 Forms), for a fee
of 5,000 euros.
■Completion of the audit of the internal control system over
financial reporting of the Fiat Group at December 31, 2006
as required by Section 404 of the United States Sarbanes Oxley
Act (“
Attestation 2006 ”), for a fee of 390,000 euros.
■Studies and analyses on the accounting treatment
in Form 20-F for fiscal 2006 of significant transactions carried
out by Fiat S.p.A. or subsidiaries in the reference year, for a fee
of 412,700 euros.
■Activities connected to assistance in the analysis of the SEC
Comment Letter of December 18, 2006, for a fee of 167,000 euros.
■Auditing of the final statement of costs approved by the joint
committee founded by Fiat S.p.A. and the Turin Polytechnic
University for the establishment of university degree courses
in automotive engineering, for a fee of 6,000 euros.
■Agreed upon procedures with regard to certain aspects of
the internal control system over financial reporting of the
Fiat Group for the fiscal year 2007, for a fee of 172,000 euros.
■Audit activities connected to due diligence procedures, for
a fee of 36,900 euros.
Complaint pursuant to Article 2408
of the Italian Civil Code
We also examined the complaint filed pursuant to Article 2408
of the Italian Civil Code that was submitted by the stockholder
Mr. Bava during the Stockholders Meeting of April 5, 2007.
In his complaint, Mr. Bava criticized the Chief Executive Officer
of Fiat S.p.A., Mr. Sergio Marchionne, in regard to Fiat stock
price performance and, in particular, to an alleged promise
about the achievement of the price of 15 euros. Mr. Bava asked
the Board of Statutory Auditors, pursuant to Article 2408
of the Italian Civil Code, to investigate whether Mr. Marchionne
did anything, and what, in order to raise the stock price
to 15 euros and beyond.
We observe that Article 2408 of the Italian Civil Code envisages
the possibility for a stockholder to file complaints with the Board
of Statutory Auditors for “acts that he considers improper.”