Chrysler 2008 Annual Report Download - page 58

Report on Operations Corporate Governance 57
absent or prevented from carrying out his role. As in the past,
the Board of Directors has adopted a model for delegation of
broad operating powers to the Chairman and the Chief
Executive Officer, authorizing them, severally, to perform all
ordinary and extraordinary acts that are consistent with the
Company’s purpose and not reserved by law, otherwise
delegated or reserved for the Board of Directors itself. In
practice, the Chairman provides the coordination and strategic
direction for the activities of the Board of Directors, while the
Chief Executive Officer is responsible for the operational
management of the Group.
The Board established “Guidelines for Significant Transactions
and Transactions with Related Parties” in which it reserves the
right to prior examination and approval of any transaction
having a significant impact on the balance sheet, economic
and financial figures, including the most significant
transactions with related parties, and has made all transactions
with related parties subject to specific criteria in terms of
substance and procedure.
Therefore, decisions relating to significant transactions are
excluded from the powers conferred on executive directors.
“Significant transactions” are considered to be those
transactions that, in and of themselves, the company is
required to disclose to the market in accordance with specific
rules established by the regulatory authorities.
When the Company has the need to undertake a significant
transaction, the executive directors are to provide the Board of
Directors with a summary analysis of the strategic
compatibility, economic feasibility and expected return for the
Company a reasonable time in advance. Decisions regarding
the most significant transactions with related parties are also
excluded from the powers conferred on executive directors,
with all such transactions being subject to specific criteria in
terms of substance and procedure and requiring disclosure to
the Board.
Pursuant to Article 12 of the By-laws, after receiving the
opinion of the Board of Statutory Auditors, the Board of
Directors shall appoint a manager responsible for the
preparation of the Company’s financial reports. The Board of
Directors may vest with the relevant functions more than one
individual provided that these individuals perform such
functions together and have joint responsibility. Only a person
who has acquired several years of experience in the
accounting and financial affairs at large companies may be
appointed. In execution of this provision of the By-laws, at its
23 April 2007 meeting, the Board of Directors appointed the
heads of the Group Control and Group Treasury functions as
jointly responsible for the preparation of the Company’s
financial reports, vesting them with the relevant powers.
At 31 December 2008, the Board of Directors was composed of
three executive directors and twelve non-executive directors,
who have not been delegated specific authorities or executive
responsibilities at the Company or the Group, eight of whom
qualified as independent.
The executive directors are the Chairman, the Vice Chairman,
who substitutes for the Chairman if the latter is absent or
prevented from carrying out his role, and the Chief Executive
Officer. These directors also hold management positions at
subsidiary companies: Luca Cordero di Montezemolo is
Chairman of Ferrari S.p.A., John Elkann is Chairman of Itedi
S.p.A., and Sergio Marchionne who, in addition to being
Chairman of the principal subsidiaries including CNH Global
N.V. (an NYSE-listed company), is also Chief Executive Officer
of Fiat Group Automobiles S.p.A.
An adequate number of independent directors is essential to
protection of the interests of shareholders, particularly
minority shareholders, and third parties. For this reason, and
believing it to be significantly in the Company’s interests to