Chrysler 2008 Annual Report Download - page 347

Agenda and related Reports and Motions346
required, at least 15 days prior to the date of the first call for
the General Meeting and may only be presented by
shareholders who, individually or jointly with others, own at
least 1% of ordinary shares. No individual shareholder, or
shareholders connected by a relationship of control or
significant influence as defined by the Civil Code, may present
or vote, even by means of a third party or a trustee company,
more than one list of candidates and any list which, in the
General Meeting, receives votes representing less than 0.5% of
ordinary shares shall be excluded from consideration.
Candidates must meet the requirements established by law
and the By-laws and any candidate present on more than one
list shall be considered ineligible.
13 February 2009
On behalf of the Board of Directors
/s/ LUCA CORDERO DI MONTEZEMOLO
Luca Cordero di Montezemolo
Chairman
Criteria for qualification as an Independent Director
The Board of Directors of Fiat S.p.A. shall, to the extent within
its power, ensure that the majority of directors are
independent, inasmuch as they:
a) do not directly, indirectly or on behalf of third parties, nor
have they within the past three years, maintained an economic
or shareholding relationship or relationship of any other nature
with the individuals or entities listed below:
– the Company, its subsidiaries and associates, or companies
subject to control by the same entity as the Company;
– any individual or entity which, including jointly with others,
controls the Company, is a member of a shareholder
agreement for the control of the Company or exercises
significant influence over it;
– executive directors or managers with strategic
responsibilities for those entities;
b) are not, or have not been within the past three years,
executive directors or managers with strategic responsibilities
for the entities described in point a);
c) have not been directors of the Company for more than nine
years, including non-successive terms of office;
d) are not executive directors of companies outside the Group
where one or more executive directors of the Company are
non-executive directors;
e) have not, within the past three years, been shareholders or
directors of one of the Company's major competitors;
f) have not been, within the past three years, shareholders or
directors of a rating agency which is currently, or has been
within the past three years, responsible for assigning a rating
to the Company, a subsidiary of the Company or a company
which, including jointly with others, controls the Company;
g) are not, or have not been within the past three years,
partners or directors or members of an audit team – or of an