Chrysler 2010 Annual Report Download - page 384

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The Board of Directors provided us with the report on operations for the first half of the year by the statutory deadline and
published it in accordance with the Consob requirements. It also complied with the legal requirement for quarterly reports.
With regard to Consob communications, for those matters falling under our jurisdiction, we can confirm the following:
the information provided by the Directors in the report on operations is comprehensive and complete;
as required by Legislative Decree 58/1998, we have been informed on a constant basis on matters falling under our
jurisdiction;
no third party, related party or intercompany transactions which were atypical and/or unusual, as defined in the Consob
Communication of 28 July 2006, were revealed by the periodic checks and audits we performed;
with regard to intercompany transactions, the Board of Directors states in the Notes to the Financial Statements that
numerous transactions involving the sale of goods and the provision of services took place between the Company and other
Group companies, as well as related parties. The report on operations further states that these transactions were executed at
standard market terms for the nature of the goods and/or services offered. In that regard, we report that on 21 October 2010,
the Board of Directors adopted, subsequent to the favorable opinion expressed by the Internal Control Committee, guidelines
for preparation of the “Procedures for Transactions with Related Parties”, pursuant to Article 4 of Consob Regulation 17221
of 12 March 2010, as subsequently amended. The procedures, which comply with Consob Regulation 17221 of 12 March 2010
and the Consob Communication of 24 September 2010, apply from 1 January 2011 and are published on Fiat S.p.A.’s
website (www.fiatspa.com);
no issues requiring mention arose from meetings conducted with the Statutory Auditors of the principal subsidiaries;
we have reviewed and obtained information on the organizational and procedural measures implemented pursuant to and
for the effects of Legislative Decree 231/2001, as amended, on the liability of legal persons for the crimes addressed therein.
No significant issues requiring mention arose from the report of the Compliance Program Supervisory Body on activities
carried out during 2010 or meetings conducted between that Body and the Board of Statutory Auditors;
no significant issues arose during meetings held with the Independent Auditors pursuant to Article 150 of Legislative Decree
58/1998;
the report of the Independent Auditors, issued on 21 February 2011, contains no qualifications or emphasis paragraphs;
in compliance with Article 149 (1)(c-bis) of Legislative Decree 58/1998, we acknowledge the affirmation of the Directors in the
Annual Report on Corporate Governance that:
“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.” We confirmed that the Group actually
complies with the Corporate Governance Code and that its various aspects were discussed in the Annual Report on
Corporate Governance submitted to you by the Board of Directors, to which you are referred for more complete information.
The Board of Statutory Auditors verified the activities undertaken in relation to the selection and appointment of independent
auditors for Fiat S.p.A. for the nine-year period 2012-2020. In particular, the Board was informed of the formal phases of
the bid process involving Ernst&Young, KPMG and PricewaterhouseCoopers, in addition to the content of meetings with
representatives of those audit firms to outline the bid process, provide necessary clarifications and discuss the elements
necessary for the aforementioned audit firms to formulate their proposals.
The Board of Statutory Auditors then met with the audit firms participating in the process for appointment of independent
auditors for the Fiat Group for the nine-year period 2012-2020, each of which gave a separate presentation of the proposed
working methods, in addition to the methodologies they would adopt in the event of their appointment.