Chrysler 2007 Annual Report Download - page 57

Report on Operations Corporate Governance56
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” pursuant to 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.
During the year, as a result of changes in the law and case law,
the Board of Directors updated the Compliance Program
pursuant to Legislative Decree no. 231/2001 and the Guidelines
for adoption of the Program by Italian companies of the Fiat
Group on two occasions during 2007, on July 24 and December 12.
Pursuant to these amendments new criminal offenses were
included and the relevant sensitive processes were identified.
In particular, such amendments included transnational offenses
and, pursuant to Law no. 123 of August 3, 2007, criminal
offenses occurred in connection with violations of health and
safety laws. The relevant sensitive processes were identified in
connection with each amendment to the Compliance Program.
The collegial Compliance Program Supervisory Body is
comprised of the Compliance Officer, the Senior Counsel, and
an external counsel. It has its own Internal Regulation, it
performs its activities on the basis of a specific Supervisory
Program and reports to the Board of Directors, also through
the Internal Control Committee, and to the Board of Statutory
Auditors.
In application of the Compliance Program, the Code of
Conduct, and the provisions of the Sarbanes Oxley Act, to
which the Company was subject insofar as it was listed on the
NYSE, 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 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 financial information regarding the Company,
including those posted on the Group website, continue to be
disclosed in accordance with the provisions of the “Disclosure
Controls & Procedures" adopted in the past in conformity with
the Securities Exchange Act of 1934 and the Sarbanes Oxley
Act of 2002.
Board of Statutory Auditors
The Board of Statutory Auditors is comprised of three regular
auditors and three alternates, all of whom, as required by
Article 17 of the By-laws, must be entered in the Auditors’
Register and have at least three years’ experience as chartered
accountants. Furthermore, they may hold other positions of
director and regular auditor within the limits prescribed by law
and regulations.
Following the resolutions of the Stockholders Meeting of May
3, 2006, the Board of Statutory Auditors is made up of the
Chairman Carlo Pasteris and regular auditors Giuseppe
Camosci and Cesare Ferrero. Their term expires on the date of
the Stockholders Meeting that approves the 2008 financial
statements. Below is a list of the most significant positions
held by the members of the Board of Statutory Auditors.
In compliance with applicable laws and regulations, more
exhaustive information in this regard will be provided in the
Report of the Board of Statutory Auditors on the 2008 Financial
Statements of Fiat S.p.A. Carlo Pasteris holds the position of
Chairman of the Board of Statutory Auditors of Toro
Assicurazioni S.p.A., Augusta Assicurazioni S.p.A., Augusta Vita
S.p.A., De Agostini S.p.A., B&D Holding S.a.p.A. and of director
at Ferrero S.p.A.; Cesare Ferrero holds the position of
Chairman of the Board of Statutory Auditors of IFIL
Investments S.p.A. and of Giovanni Agnelli & C. S.a.p.A., Fiat