Chrysler 2009 Annual Report Download - page 81

REPORT ON
OPERATIONS
80
CORPORATE
GOVERNANCE
BOARD OF STATUTORY AUDITORS
As required under Article 17 of the By-laws, the Board of Statutory Auditors is comprised of three regular auditors and three alternates, all of whom must be
entered in the Register of Auditors and have at least three years’ experience as a statutory account auditor. They may, within the legal limit, also hold other
positions as director or regular auditor.
Pursuant to Legislative Decree 58/98 and in accordance with Article 17 of the Company’s By-laws, appropriately constituted minority groups have the
right to appoint one regular auditor, to serve as Chairman, and one alternate auditor. In accordance with the By-laws, the minimum equity interest required
for submission of a list of candidates is set at a percentage no lower than that required by law for the submission of lists of candidates for the appointment of
the Company’s Board of Directors. The lists presented, together with the documentation required by law and the Company’s By-laws, must be deposited at
the Company’s registered office at least fifteen days prior to the date set for the General Meeting on first call, or, in specific cases, up to five days after that
deadline. The Board of Statutory Auditors was elected by Shareholders on 27 March 2009 using the voting list system.
The Board of Statutory Auditors is currently composed of: Riccardo Perotta, Chairman; Giuseppe Camosci and Piero Locatelli, regular auditors; and Lucio
Pasquini, Fabrizio Mosca and Stefano Orlando, alternate auditors. The regular auditors Giuseppe Camosci and Piero Locatelli were elected from the list
presented by the majority shareholder, EXOR S.p.A., while Riccardo Perotta, Chairman of the Board of Statutory Auditors, was elected from the minority
list receiving the highest number of votes. The minimum shareholding required to submit a list of candidates was 1% of ordinary shares, as established by
Consob with reference to Fiat’s average market capitalisation for the fourth quarter of 2008. That percentage was subsequently reduced to 0.5%, as required
by law, thereby enabling shareholders which together held 0.97 % of ordinary shares (a complete list of those shareholders is provided in the Annual Report
on Corporate Governance) to submit a minority list. Additional information provided to Shareholders on the candidates and lists presented are still available
in the Investor Relations section of the Group website (www.fiatgroup.com).
The Board of Statutory Auditors’ current term of office expires on the date of the General Meeting of Shareholders called to approve the 2011 financial
statements. Following is a list of the most significant positions held by the members of the Board of Statutory Auditors. As required by law, more complete
information is provided in the Report of the Board of Statutory Auditors on the 2009 Financial Statements. Riccardo Perotta is Chairman of the Board of
Statutory Auditors of Coface Assicurazioni S.p.A., Coface Factoring Italia S.p.A., Hyundai Motor Company Italy S.r.l., Jeckerson S.p.A., Metroweb S.p.A.,
Value Partners S.p.A. and a regular auditor of Mediolanum S.p.A., Prada S.p.A. and Snam Rete Gas S.p.A.; Giuseppe Camosci is Chairman of the Board
of Statutory Auditors of Samsung Electronics Italia S.p.A. and a regular auditor of Trussardi S.p.A. and Finos S.p.A.; Piero Locatelli is a regular auditor of
Giovanni Agnelli & C. S.a.p.A. and Simon Fiduciaria S.p.A.