Chrysler 2009 Annual Report Download - page 354

353
REPORT OF THE BOARD OF STATUTORY
AUDITORS TO SHAREHOLDERS
Dear Shareholders,
Article 153 of Legislative Decree no. 58 of 24 February 1998 requires the Board of Statutory Auditors to report the results of
its oversight activity to Shareholders at the General Meeting called to approve the statutory financial statements, indicating any
omissions or improper transactions that have come to its attention, and empowers it to submit motions relating to the financial
statements, their approval and other matters under its jurisdiction.
This Report is provided in accordance with the abovementioned provision and pursuant to Article 2429 (2) of the Italian Civil
Code.
During the past year, we performed our duties pursuant to Article 149 of Legislative Decree no. 58/1998 and are able to report
specifically on the items which follow.
We attended the meetings of the Board of Directors, where we received information on the Company’s business activities and
on the main operational, financial and asset transactions subject to the approval of the Board and carried out by the Company
and/or its subsidiaries.
In this regard, we ascertained that the aforementioned transactions complied with pertinent provisions of the law and the By-
laws, were not in conflict with any resolution adopted by Shareholders and were consistent with management best practice.
The Company’s organizational structure appears to be adequate for its size. As part of our work, we met with the heads of the
various Company departments and with representatives of the Independent Auditors, from whom we obtained comprehensive
information indicating that the Company conformed with management best practice.
The internal control system, which is constantly upgraded, has been implemented at Group level, and is in place at both the
Parent Company and subsidiaries.
We evaluated and monitored the adequacy of the internal control system and the administrative and accounting system, as well
as the reliability of the latter in presenting fairly the results of operations, through: i) an examination of the Compliance Officer’s
report on Fiat’s Internal Control System; ii) an examination of the reports from Internal Audit, in addition to the results of its
monitoring of the implementation of corrective actions identified through its audit activities; iii) information received from the
heads of the respective functions; iv) an examination of corporate documents and the results of the audit work conducted by
the Independent Auditors; v) interaction with the statutory and independent auditors of subsidiaries pursuant to Article 151 (1)
& (2) of Legislative Decree no. 58/1998; vi) participation in the activities of the Internal Control Committee. On the basis of the
activities conducted, it is our assessment that Fiat’s Internal Control System is adequate overall.
The guidelines provided by Fiat S.p.A. to its subsidiaries pursuant to Article 114 (2) of Legislative Decree no. 58/1998 also
appear to be adequate.
With reference to Article 36 of the “Regolamento Mercati” issued by Consob, relating to principal subsidiaries incorporated
in and subject to the laws of a non-EU member state, we report that – at 31 December 2009 – the companies to which that
provision applies are included among those companies considered relevant for the purposes of Fiat’s system of internal control
over financial reporting, in relation to which no deficiencies have been reported.