Chrysler 2008 Annual Report Download - page 59

Report on Operations Corporate Governance58
maintain a high level of guarantees and protection against
potential conflicts of interest, particularly in those areas less
subject to the control of Shareholders, Board of Directors
proposed that for the elections held on 3 May 2006,
Shareholders elect an appropriate number of independent
directors and confirm the criteria for determining
independence adopted in 2005. This principle was reaffirmed
when Shareholders confirmed Mr. René Carron as director at
the General Meeting on 31 March 2008, and shall again be
proposed to Shareholders when they are called upon to elect
the new board of directors.
During 2008, the Board was composed of a majority of
independent directors.
The independence of directors is assessed annually and is
based on the absence or non-relevance, during the previous
three years, of economic or shareholding relationships or other
relationships, whether direct, indirect or on behalf of third
parties, with the Company, its executive directors and
executives with strategic responsibilities, its controlling
companies or subsidiaries, or any other party related to the
Company. The results of these assessments are published in
the Annual Report on Corporate Governance.
At the meeting held on 23 July 2008, the Board of Directors
confirmed that Messrs. Roland Berger, René Carron, Luca
Garavoglia, Gian Maria Gros-Pietro, Vittorio Mincato, Pasquale
Pistorio, Ratan Tata and Mario Zibetti satisfied the requirements
of independence.
Some directors also hold positions at other listed companies or
at companies of significant interest. Excluding the positions
held by executive directors within the Fiat Group mentioned
above, the most significant are as follows:
Andrea Agnelli: Director of IFI S.p.A.;
Roland Berger: Vice Chairman Wilhelm von Finck AG, Director
of Telecom Italia S.p.A., Chairman of the Supervisory Board of
Prime Office AG and WMP EuroCom AG, Vice Chairman of the
Supervisory Board of Live Holding AG, Member of the
Supervisory Board of Schuler AG, Senator Entertainment AG
and Fresenius SE;
Tiberto Brandolini D’Adda: Chairman of Sequana S.A. and Ifil
Investissements S.A., General Partner of Giovanni Agnelli & C.
S.a.p.A., Vice Chairman of IFIL Investments S.p.A., Director of
IFI S.p.A., Espirito Santo Financial Group, SGS S.A. and Vittoria
Assicurazioni S.p.A.;
René Carron: Chairman of Crédit Agricole S.A. and Caisse
Regional des Crédit Agricole des Savoie, Vice Chairman of
Confédération Nationale de la Mutualité de la Coopération et
du Crédit Agricoles, Director of GDF-Suez S.A. and Member of
the Supervisory Board of Lagardere SCA;
Luca Cordero di Montezemolo: Director of Poltrona Frau
S.p.A., Tod’s S.p.A., Pinault Printemps Redoute S.A., Member of
the International Advisory Board of Citi Inc.;
John Elkann: Vice Chairman and General Partner of Giovanni
Agnelli & C. S.a.p.A., Chairman of IFI S.p.A. and IFIL
Investments S.p.A., Director of RCS Mediagroup S.p.A. and
Banca Leonardo Group S.p.A., Member of the Supervisory
Board of Le Monde S.A.;
Luca Garavoglia: Chairman of Davide Campari Milano S.p.A.,
Director of Indesit Company S.p.A.;
Gian Maria Gros-Pietro: Chairman of Autostrade per l’Italia
S.p.A., Atlantia S.p.A. and Perseo S.p.A., Director of Edison
S.p.A. and Seat Pagine Gialle S.p.A.;
Sergio Marchionne: Chairman of SGS S.A., Non-executive
Vice Chairman and Senior Independent Director of UBS AG,
Director of Philip Morris International Inc.;
Virgilio Marrone: Chief Executive Officer and General
Manager of IFI S.p.A., Director of Old Town S.A. and Member of
the Management Board of Intesa Sanpaolo S.p.A.;
Vittorio Mincato: Chairman of Assonime, Director of Parmalat
S.p.A., Chairman of Casa Editrice Neri Pozza S.p.A.;
Pasquale Pistorio: Honorary Chairman of S.T.
Microelectronics N.V., Director of Brembo S.p.A. and Chartered
Semiconductor Manufacturing Ltd;