Chrysler 2008 Annual Report Download - page 346

Agenda and related Reports and Motions 345
Dear Shareholders,
The term of office of the Board of Directors elected on 3 May
2006 expires at the General Meeting convened to approve the
2008 financial statements.
You are therefore called upon to:
determine the number of Board members to be
elected, between a minimum of nine and a maximum of
fifteen as provided in Article 11 of the By-laws,
elect directors for a new term of office, in
consideration of the fact that, pursuant to the By-
laws, no individual who is 75 years of age or older
may be elected,
set the amount of compensation payable to
Directors or the manner in which such compensation is to be
determined.
The size of the Company and the Group, the complexity and
specific characteristics of the sectors in which it operates and
the geographic spread of its businesses require that the Board
of Directors have within its membership a broad and varied
mix of knowledge, experience and cultures, both generalist and
specific, acquired in an international setting and relevant to
both the functioning of the macroeconomy and global markets,
more generally, and the industrial and financial sectors, more
specifically. An appropriate combination of skills and
professional background is fundamental to the proper
functioning of the Board of Directors.
The composition of the Board should also be correctly
balanced between executive directors, that is, those individuals
having powers of representation and executive powers, and
non-executive directors, such that no individual or group of
individuals is able to exercise a dominating influence in the
Board's decision-making process.
The presence of independent directors is also an essential
element in protecting the interests of shareholders and third
parties. The contribution of directors having these
characteristics is also necessary for the creation and
functioning of consultative committees dedicated to the
preliminary examination and formulation of proposals relating
to areas of potential risk, including prevention of potential
conflicts of interest.
Believing that it is significantly in the Company’s interests to
maintain a high level of guarantees and protection, we propose
that the Board be composed of an appropriate number of
independent directors. Election of the Board of Directors,
pursuant to law and the By-laws, is based on a system of
candidate lists, to ensure shareholders representing the
minority the right to elect one member, and each list must
include one candidate who meets the requirements of
independence established by law.
We are therefore proposing that the number of directors be set
at fifteen - a number which demonstrated to be consistent with
the effective functioning of the board and which allows for
diversity in the make up of the Board’s committees - and that,
in addition to the two independent directors required by law, at
least six additional directors possessing the characteristics of
independence, pursuant to the evaluation criteria adopted on
previous occasions, be elected.
Those criteria, provided below, relate to the absence or
substantial non-relevance, within the past three years, of any
economic or shareholding relationship with the Company, its
executive directors or managers with strategic responsibilities,
its controlling company or subsidiaries, in addition to family
relationships with the executive directors of those companies.
In addition, no individual may be considered independent if,
within the past three years, he has been a shareholder or
director of a major competitor - that is, a company which in
terms of products and key markets competes with the Group –
a rating agency or audit firm engaged by the Company or other
companies in the Group or is an executive director of a
company outside of the Group for which any of Fiat S.p.A.'s
directors serve as non-executive directors.
We are also proposing that you determine the new term of
office for a period of three years, expiring on the date of the
General Meeting convened to approve the 2011 Financial
Statements, and set the annual emolument for each director at
€50,000 in addition to a fee of €3,000 for each meeting
attended by directors or committee members, excluding
executive directors, and that you agree that the directors to be
elected not be subject to the restrictions of Article 2390 of the
Civil Code.
Finally, procedures for election of the Board of Directors are
established by law and, as necessary, the additional
requirements of Article 11 of Fiat S.p.A.’s By-laws. Specifically,
lists of candidates must be submitted to the Company at its
registered office, together with additional documentation
Election of the Board of Directors and
determination of the number of members
and their compensation; related resolutions