Chrysler 2009 Annual Report Download - page 77

REPORT ON
OPERATIONS
CORPORATE
GOVERNANCE
76
CORPORATE GOVERNANCE
FOREWORD
The Fiat Group adopted and adheres to the Corporate Governance Code for Italian Listed Companies issued in March 2006, with additions and amendments
related to the specific characteristics of the Group.
In accordance with legal and regulatory requirements, every year the Company prepares an “Annual Report on Corporate Governance” which provides
a general description of the corporate governance system adopted by the Group and contains information on its ownership structure and adherence to
the provisions of the Corporate Governance Code, including key governance practices and the principal characteristics of the system of risk management
and internal control over financial reporting. This Report, available in the Corporate Governance section of the Fiat Group website (www.fiatgroup.com), is
divided into four sections: the first contains a description of the governance structure; the second gives information on our ownership structure; the third
provides an analysis of the implementation of the Code and describes the principal characteristics of the system of risk management and internal control
over financial reporting, in addition to the principal governance practices implemented; and, the fourth consists of summary tables and corporate governance
documents for the Fiat Group, as well as a side-by-side comparison showing the principles of the Code and how they have been implemented. A summary
of aspects relevant to the Report on Operations is provided below. The Corporate Governance Code is available on the website of Borsa Italiana S.p.A.
(www.borsaitaliana.it).
DIRECTION AND COORDINATION
Fiat S.p.A. is not subject to direction and coordination of any other company or entity and is fully independent in the definition of its general strategic and
operating guidelines. Pursuant to Article 2497-bis of the Civil Code, the Company’s direct and indirect subsidiaries in Italy, except in certain specific cases,
have named Fiat S.p.A. as the entity which exercises direction and coordination over them. This activity consists in providing general strategic and operating
guidelines for the Group and takes concrete form in the definition and updating of the internal control system, corporate governance model and corporate
structure, the issue of a Code of Conduct which is adopted throughout the Group, and the establishment of general policies for the management of human
and financial resources, purchasing of production materials, and marketing and communication. Furthermore, coordination of the Group includes specialised
companies which provide centralised cash management, corporate and accounting, and internal audit services.
Direction and coordination undertaken at Group level enables subsidiaries, which retain full management and operating autonomy, to realize economies of
scale by availing themselves of professional and specialised services with improving levels of quality and to concentrate their resources on the management
of their core business.
BOARD OF DIRECTORS
Pursuant to the By-laws, the Board of Directors may have from nine to fifteen members. At the Annual General Meeting held on 27 March 2009,
Shareholders elected fifteen Board members whose term of office expires on the date of the General Meeting held to approve the 2011 Financial
Statements. Pursuant to the By-laws (Article 11), Board members are appointed through a voting list system which ensures that minority shareholders
can elect a director. The minimum equity interest required for submission of a list of candidates is that established by Consob with reference to the
Company’s market capitalisation for the last quarter of the final financial year of the mandate. Each list must indicate at least one candidate that satisfies
the independence requirements imposed by law.