Chrysler 2008 Annual Report Download - page 349

Agenda and related Reports and Motions348
Dear Shareholders,
The term of office of the current Board of Statutory Auditors
will expire on the date of the General Meeting convened to
approve the 2008 financial statements.
You are therefore called upon to elect new members to the
Board which is to consist of three regular members and three
alternate members. Election of the Board of Statutory Auditors,
pursuant to law and the By-laws, is based on a system of
candidate lists and minority shareholders shall have the right
to elect one regular member, who shall also serve as Chairman
of the Board of Statutory Auditors, and one alternate member.
You are reminded that all of the statutory auditors must satisfy
the requirements of integrity, professional qualification and
independence established by law and the By-laws and must
comply with restrictions on the number of concurrent positions
held. Additionally, pursuant to the By-laws, they must be
entered in the Register of Auditors and possess at least three
years of experience as an auditor.
Procedures for election are established by law and, as
necessary, the additional requirements of Article 17 of Fiat
S.p.A.’s By-laws. Specifically, lists of candidates must be
submitted to the Company at its registered office, together with
the additional documentation 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
Election of the Statutory Auditors
and determination of compensation
shareholder or shareholders belonging to the same group or
who are parties to a shareholder agreement in relation to the
Company’s shares, may present or vote, even by means of a
third party or a trustee company, more than one list. In the
event that 15 days prior to the date of the first call only one list
has been submitted, or if the only lists presented are those
presented by shareholders who are related, as defined by law,
additional lists may then be presented up to the fifth day after
that date and the percentage ownership required shall reduce
from 1% to 0.5% of ordinary shares.
In relation to determination of compensation for the Statutory
Auditors, we propose an annual emolument based on standard
professional fees charged by chartered accountants: that being,
€63,000 for the Chairman and €42,000 for the other regular
auditors.
13 February 2009
On behalf of the Board of Directors
/s/ LUCA CORDERO DI MONTEZEMOLO
Luca Cordero di Montezemolo
Chairman