Chrysler 2008 Annual Report Download - page 60

Report on Operations Corporate Governance 59
Carlo Barel di Sant’Albano: Chief Executive Officer of IFIL
Investments S.p.A., Director of Juventus FC S.p.A., Sequana
S.A. and Cushman & Wakefield, Member of the Supervisory
Board of Intesa Sanpaolo S.p.A.;
Ratan Tata: Chairman of Hindustan Aeronautics Ltd, Antrix
Corporation Ltd and The Indian Hotels Company Ltd and
Director of Alcoa Inc. Mr. Tata also serves as Chairman of the
principal companies of the Tata Group;
Mario Zibetti: Director of Ersel Sim S.p.A.
Committees set up by the Board
The Board of Directors established the Internal Control
Committee and the Nominating and Corporate Governance
Committee with the duty, among others, of selecting and
proposing nominees for the post of director, the Compensation
Committee, with the duty of submitting proposals with respect
to compensation plans, and the Strategic Committee, on which
it relies for the preparation of Company and Group strategies.
Internal Control System
The Board established the “Guidelines for the Internal Control
System”, which came into effect on 1 January 2003. These
guidelines are a revision of the procedures established in 1999
which were amended to implement changes to the Corporate
Governance Code. Essential elements of the Internal Control
System are the Code of Conduct, adopted in 2002 to replace
the Code of Ethics, and the Compliance Programme, adopted
by the Board of Directors in compliance with Regulations on
the ‘Liability of Legal Persons’ pursuant to Legislative Decree
231/2001, as amended.
The Code of Conduct contains the business ethics principles to
which the Company adheres and with which directors,
statutory auditors, employees, consultants and partners are
required to comply.
As a result of changes in law and legal precedent, the
Compliance Program pursuant to Legislative Decree 231/2001
and the Guidelines for adoption of the Program by Italian
companies in the Fiat Group were revised.
With these amendments, new criminal offenses were included
and the relevant sensitive processes were identified: in
particular, offenses under Article 25-
octies of Legislative Decree
231/01 related to the crimes of receiving stolen goods, money
laundering and utilisation of money, goods, or benefits
deriving from illegal activity and computer crimes and illegal
processing of data under Article 24-
bis of said Decree,
introduced by Law 48 of 18 March “Ratification and
Implementation of the Council of Europe Convention on
Cybercrime, held in Budapest on 23 November 2001, and
legislation for its adoption at the national level”.
The Compliance Program Supervisory Body is composed of the
Compliance Officer, the Senior Counsel, and an external
advisor. It has its own Internal Policies and Procedures, its
activities are based on a specific Supervisory Program, and it
reports to the Board of Directors, including via the Internal
Control Committee, and to the Board of Statutory Auditors.
In application of the Compliance Program, the Code of
Conduct, and the provisions of the Sarbanes-Oxley Act, to
which the Company was subject insofar as it was listed on the
NYSE, on whistleblowing, the Whistleblowing Procedures were
adopted as of 1 January 2005 for management of reports and
claims filed by individuals inside and outside the Company in
relation to suspected or presumed violations of the code of
conduct, fraud involving company assets or financial reporting,
oppressive behaviour towards employees or third parties,
reports or claims regarding accounting, internal accounting
controls, and independent audits.
The Procedure for the Engagement of Audit Firms regulates the
engagement by Fiat S.p.A. and its subsidiaries of audit firms
and those companies or professional firms that maintain an
ongoing relationship (so-called network) with the audit firms,
in order to safeguard the principle of independence of the
firms engaged to audit the financial statements.
The Group has also implemented and maintains up-to-date a
system of reliable administrative and accounting procedures
which guarantee a high standard of internal control over
financial reporting, conceptually consisting of two levels. The
first consists of the rules, procedures and guidelines by which