Chrysler 2008 Annual Report Download - page 57

Corporate Governance
Report on Operations Corporate Governance56
Foreword
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.
In adherence with legal and regulatory requirements, every
year the Company prepares the “Annual Report on Corporate
Governance” which provides a general description of the
corporate governance system adopted by the Group and
contains information on its ownership structure, adherence to
individual provisions of the Corporate Governance Code, and
compliance with consequent commitments. This Report,
available in the Corporate Governance section of the Fiat
Group website (www.fiatgroup.com), is divided into four
sections: the first contains a description of the governance
structure, the second gives information on our ownership
structure, the third provides an analysis of the implementation
of the Code, and the fourth comprises summary tables and
corporate governance related documents of Fiat Group, as well
as a side-by-side comparison showing the principles of the
Code and how they have been implemented by the Group.
Highlights relevant to this Report on Operations are provided
below.
The Corporate Governance Code is also available on the Borsa
Italiana S.p.A. website (www.borsaitaliana.it).
Direction and Coordination
Fiat S.p.A. is not subject to direction and coordination of any
other company or entity and is fully independent in the
definition of its general strategic and operating guidelines.
Pursuant to Article 2497-bis of the Italian Civil Code, its Italian
subsidiaries, with a few specific exceptions, have named Fiat
S.p.A. as the entity which exercises direction and coordination
over them. This activity consists in indicating the general
strategic and operating guidelines of the Group and takes
concrete form in the definition and updating of the internal
control system, the corporate governance model and of the
corporate structure, the issuance of a Code of Conduct applied
throughout the Group, and setting forth the general policies for
the management of human and financial resources, purchasing
of production materials, and marketing and communication.
Furthermore, coordination of the Group includes specialised
companies which provide centralized cash management,
corporate and accounting, internal audit, and training services.
Direction and coordination undertaken at Group level enables
subsidiaries, which retain full management and operating
autonomy, to realize economies of scale by availing themselves
of professional and specialised services with improving levels
of quality and to concentrate their resources on the
management of their core business.
Board of Directors
Pursuant to the By-laws, the Board of Directors may have from
nine to fifteen members. In the Annual General Meeting held
on 3 May 2006, Shareholders set the number of members of
the Board of Directors at fifteen and the term of office of those
Directors expires on the date of the forthcoming General
Meeting called to approve the 2008 Financial Statements.
Pursuant to the By-laws (Article 11) Board members are to be
appointed through the voting list system which ensures that
minority shareholders can elect a director. The minimum equity
interest required for submission of a list of candidates is 1% of
ordinary shares, in accordance with the communication issued
by Consob and with reference to the Company’s market
capitalisation in the last quarter of 2008. Each list must indicate
at least one candidate that satisfies the independence
requirements imposed by law.
Under Article 16 of the Company By-laws, all directors with
executive responsibilities are vested, severally, with the power
to represent the Company and under Article 12 the Vice
Chairman, if appointed, shall act as Chairman if the latter is