Chrysler 2010 Annual Report Download - page 387

386
REPORTS
OF THE BOARD
OF STATUTORY
AUDITORS
He also asked for an explanation of why a general meeting had not been called for the holders of savings shares.
Lastly, he denounced the absence of an independent appraisal in support of the transaction being submitted to shareholders
for approval.
During the general meeting of 16 September 2010, Mr. Bava claimed that it was not legitimate to combine the ordinary and
extraordinary general meetings, and that, for the transaction being proposed at the general meeting, in accordance with
Articles 2506 and 2443 of the Civil Code, a sworn appraisal of the assets in kind and the receivables should have been
carried out.
The Statutory Auditors re-examined the above assertions closely, took note of proceedings at the general meetings of
26 March 2010 and 16 September 2010, at which they were present, and determined that the opinions expressed by the
Chairman on behalf of the Statutory Auditors in a specific communication were complete. Those opinions are available in the
full text of the minutes of the meetings.
In particular, in relation to the complaint presented by Mr. Bava under Article 2408 of the Civil Code, as described above, also
immediately prior to the general meeting held on 26 March 2010, in which the Statutory Auditors were essentially asked to
carry out further verification of the Company’s liquidity position, a demand which was repeated during the general meeting of
16 September 2010, we note the following:
the Statutory Auditors had already expressed their view during the meeting of 26 March 2010 that ruled out any improper
conduct;
nevertheless, as part of their monitoring activities, and with the aid of the Independent Auditors, the Statutory Auditors have
continued to review the matter each quarter and, as at 31 December 2010, have found no evidence of improper conduct.
In relation to the complaint brought by Bava under Article 2408 of the Civil Code asking to be informed of the amount earned
by the lawyer Mr. Anfora for his services to Fiat, given that Mr. Anfora was representing the Company in a dispute against
him without having charged a fee, the Statutory Auditors, despite the irregular manner in which the demand was presented,
examined the issue and concluded that the conferment/execution of a mandate for professional services does not constitute
an improper act. In any event, in relation to the criminal matter to which Mr. Bava referred, the Statutory Auditors note that as
of today’s date no invoice for legal services has been submitted to the Company.
We are not aware of other facts or considerations to be reported to Shareholders.
In conclusion, we note 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 continued independence as required under Article 10.c.2 of the Corporate
Governance Code.
Based on the audits we performed in the areas within our jurisdiction, pursuant to Article 149 of Legislative Decree 58/1998,
and in consideration of the information received from the Independent Auditors, we have verified that the statutory financial
statements for the year ended 31 December 2010, which report net profit of €441,959,509, have been prepared and are
presented in accordance with the applicable provisions of law.
In particular, we verified that none of the exemptions permitted under Article 2423 (4) of the Civil Code were exercised.