Chrysler 2008 Annual Report Download - page 341

Reports of the Board of Statutory Auditors340
In 2008, the Board of Directors met 9 times and the Internal
Control Committee 7 times. We attended all of those meetings.
The Board of Statutory Auditors met 8 times. The Independent
Auditors attended 4 of those meetings;
In compliance with Article 149 (1) (c- bis ) of Legislative Decree
no. 58 of 24 February 1998, we acknowledge that the Directors
affirm in their Annual Report on Corporate Governance that:
“The Fiat Group adopted and adheres to the Corporate
Governance Code for Italian Listed Companies issued in March
2006, with subsequent additions and amendments related to
the former NYSE listing and the specific 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. – with whom we have had frequent exchanges of
information - 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 the engagements listed below for
which the respective fees are indicated:
Attestation of the tax returns (Unico and 770 Forms), for a fee
of €5,000;
Verification of the pro forma data contained in the disclosure
document prepared by Fiat S.p.A., in fulfilment of Article 70 (4)
of the “Regolamento degli Emittenti” approved by Consob
Resolution 11971 of 14 May 1999 as subsequently revised and
amended, to provide Shareholders and the market with
information on the Partial Spin-off of Fiat Partecipazioni S.p.A.
in favour of its sole shareholder Fiat S.p.A. for a fee of €19,000;
Agreed upon procedures for certain aspects of the system of
Internal Control over Financial Reporting adopted by the Fiat
Group for the 2008 financial year for a fee of €75,000;
Agreed upon procedures for the model of system of internal
controls for information technology for a fee of €68,000.
During the General Meeting held on 31 March 2008, the
shareholder Mr. Bava submitted a document to the Company
containing a passage entitled “Complaint pursuant to Article
2408” in which he wrote, “I ask that the Statutory Auditors
verify the accuracy of: losses on derivatives, tangible assets,
amounts receivable from customers and subsidiaries,
inventories”.
Despite the irregular manner in which this document was
presented, the Statutory Auditors felt it appropriate to examine
the issue, pointing out that Article 2408 of the Civil Code
entitles any shareholder to submit a complaint for “acts which
he considers improper”.
The assertion makes no reference to any “act” nor does it
indicate any fact which would substantiate an allegation of
impropriety. As such, the Board of Statutory Auditors
concluded that, although there is also no apparent substance
to the assertion, no response is required.
We also acknowledge that during the year, the company
assessed the effective independence of the independent
directors, and we confirm that the principles and procedures
for assessment were fairly applied in accordance with Article 3
(5) of the Corporate Governance Code. We confirmed our own
continuing independence as envisaged in Article 10 (2) of the
Corporate Governance Code.