Chrysler 2008 Annual Report Download - page 348

Agenda and related Reports and Motions 347
entity forming part of its network – which has been engaged
within the past three years to perform audits of the Company,
its subsidiaries, companies subject to control by the same
entity or any company which, including jointly with others,
exercises control or significant influence over it;
h) are not close relatives of and do not cohabit with individuals
who would be ineligible under the preceding points.
Independent directors - upon election and subsequently
whenever a circumstance presents itself which could
potentially alter a director’s independence and, in any event, at
least annually - shall report any relevant relationship, either
new or pre-existing, as defined in letters a, b, c, d, e, f, g and h
above to the Board of Directors in writing.
The independence of directors is evaluated by the Board of
Directors at its regular meetings, taking account of the
information provided by the individual directors concerned as
to their satisfaction of the requirements and any modifications
to such information. Where, during the course of such
evaluation, the Board identifies the existence of a relationship
included in point a), it may express a favourable view only
where such relationship can be considered immaterial given its
exact nature or amount. Where an evaluation reveals changes
to the circumstances previously disclosed, the Board of
Directors must communicate such changes to the market.
For the purposes of determining independence, the Board also
considers indirect economic or shareholding relationships and,
therefore, those existing between: on one side, the director, his
family members, a professional practice of which he is a partner,
companies directly or indirectly controlled by the director or his
family members, companies of which those individuals are
indirectly directors or employees and, on the other side, the
Company, its subsidiaries and associates or companies subject
to control by the same entity as the Company, shareholders
which, directly or indirectly, control or exercise significant
influence over the Company, individuals or entities referred to in
point g) above, executive directors or managers with strategic
responsibilities at any of the aforementioned entities.
The Annual Report on Corporate Governance provides details
of the number and names of the Company's independent
directors.