Chrysler 2009 Annual Report Download - page 356

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review and analysis of accounting treatment relating to the 2009 consolidated financial statements for significant and non-
recurring transactions for a fee of €80,000;
audit of actual expenditures approved by the Joint Committee established between Fiat S.p.A. and the Politecnico di Torino
in relation to the establishment of diploma and degree courses in automotive engineering during the 2007/2008 academic
year, for a fee of €12,000;
attestation of tax forms (“Modello Unico”, IRAP, tax consolidation and Form 770) for a fee of €4,750.
At the General Meeting held on 27 March 2009, the shareholder Mr. Bava addressed several matters to the Board of
Statutory Auditors, certain of which fall within the Board’s general responsibilities of oversight.
Mr. Bava then presented a demand, under Article 2408 of the Italian Civil Code, to the members of the Board of Statutory
Auditors “to investigate whether the Chrysler agreement was concretely achievable and what the financial and legal
consequences to the company might be”.
Despite the irregular manner in which the demand was presented, the Statutory Auditors examined the issue, pointing out
however that Article 2408 of the Italian Civil Code requires that a shareholder denounce which “acts he considers improper”,
that is, acts which would qualify as improper in the legal sense. The demand makes no reference to any specific “act”, nor
does it indicate any fact which substantiates any allegation of impropriety whatsoever.
We hold, therefore, that the demand is without grounds for consideration.
For completeness, we report that, in relation to the then prospective global strategic alliance between Fiat and Chrysler, the
essential elements were provided in the report on operations accompanying Fiat’s 2008 Consolidated and Statutory Financial
Statements, specifically, in the section “significant events subsequent to year end and outlook” (page 65 of the printed
version of the 2008 Consolidated and Statutory Financial Statements). In addition to other information, the summary clearly
stated that a non-binding letter of intent to create a strategic alliance with Chrysler had been signed on 20 January 2009.
Finally, in relation to the assertion of Mr. Bava in regard to the action pending against him, we note that, as of today’s date, no
invoice for legal expenses has been submitted to the Company.
We are not aware of other facts or considerations to be reported to Shareholders.
We also acknowledge that during the year, the Company assessed the effective independence of the independent directors,
and we confirm that the principles and procedures for assessment were fairly applied in accordance with Article 3.C.5 of
the Corporate Governance Code. We confirmed our own continuing independence as required under Article 10.C.2 of the
Corporate Governance Code.
Based on the audits we performed in those areas that fall under our jurisdiction pursuant to Article 149 of Legislative Decree
no. 58/1998 and in consideration of the information received from the Independent Auditors, we have verified that the
statutory financial statements at 31 December 2009, which report net income of €339,963,538, have been prepared and are
presented in accordance with the applicable provisions of law.
In particular, we verified that no exceptions were exercised as permitted under Article 2423 (4) of the Italian Civil Code.
As part of the oversight activities described above, the Board of Statutory Auditors met 12 times, in addition to being present
at the 9 meetings of the Board of Directors and the 6 meetings of the Internal Control Committee.