Chrysler 2010 Annual Report Download - page 91

REPORT ON
OPERATIONS
CORPORATE
GOVERNANCE
90
An adequate number of independent directors is essential to protect the interests of shareholders, particularly minority shareholders, and third parties. For
this reason, and believing it to be significantly in the Company’s interests to maintain a high level of guarantees and protection against potential conflicts of
interest, the Board of Directors proposed that for the elections held on 27 March 2009, Shareholders elect - in addition to the two independent directors
required by law - an appropriate number of independent directors and confirm the criteria for determining independence adopted for previous elections.
The independence of directors is assessed annually and is based on the absence or non-relevance, during the previous three years, of economic or
shareholding relationships or other relationships, whether direct, indirect or on behalf of third parties, with the Company, its executive directors and executives
with strategic responsibilities, its controlling companies or subsidiaries, or any other party related to the Company. The results of these assessments are
published in the Annual Report on Corporate Governance.
At the meeting held on 21 October 2010, the Board of Directors confirmed that Messrs. Roland Berger, René Carron, Luca Garavoglia, Gian Maria
Gros-Pietro, Vittorio Mincato, Pasquale Pistorio, Ratan Tata and Mario Zibetti satisfied the requirements of independence.
Some directors also hold positions at other listed companies or companies of significant interest. Excluding the positions held by executive directors within
the Fiat Group mentioned above, the most significant are as follows:
Andrea Agnelli: Chairman of Juventus FC S.p.A., General Partner of Giovanni Agnelli & C. S.a.p.A., Director of EXOR S.p.A. and Vita Società Editoriale
S.p.A.;
Carlo Barel di Sant’Albano: Chairman of Cushman & Wakefield, Director of EXOR S.p.A., Juventus FC S.p.A., EXOR S.A. and Vision Investment
Management Ltd.;
Roland Berger: Co-Chairman of Italy 1 Investment S.A., Vice Chairman of Wilhelm von Finck AG, Director of Telecom Italia S.p.A. and RCS MediaGroup
S.p.A., Chairman of the Supervisory Board of Prime Office AG, 3W Power Holdings S.A. and WMP EuroCom AG, Member of the Supervisory Board of
Schuler AG, Fresenius SE and Loyalty Partner Holdings S.A.;
Tiberto Brandolini D’Adda: Chairman of Sequana S.A. and EXOR S.A., General Partner of Giovanni Agnelli & C. S.a.p.A., Vice Chairman of EXOR S.p.A.,
Director of SGS S.A., Vittoria Assicurazioni S.p.A. and Vision Investment Management Ltd.;
René Carron: Director of GDF-Suez S.A. and Vice Chairman of IPEMED (Institut de Prospective Economique du Monde Méditerranéen);
Luca Cordero di Montezemolo: Chairman of NTV – Nuovo Trasporto Viaggiatori S.p.A., Director of Poltrona Frau S.p.A., Tod’s S.p.A., Pinault Printemps
Redoute S.A., Member of the International Advisory Board of Citigroup Inc.;
John Elkann: Chairman and General Partner of Giovanni Agnelli & C. S.a.p.A., Chairman and Chief Executive of EXOR S.p.A., Director of Fiat Industrial
S.p.A., RCS MediaGroup S.p.A., Banca Leonardo Group S.p.A. and The Economist Group;
Luca Garavoglia: Chairman of Davide Campari Milano S.p.A.;
Gian Maria Gros-Pietro: Chairman of Credito Piemontese S.p.A., Director of Edison S.p.A., Credito Valtellinese S.p.A., Caltagirone S.p.A. and Italy
1 Investment S.A.;
Sergio Marchionne: CEO of Chrysler Group LLC, Chairman of CNH Global N.V., Fiat Industrial S.p.A., Iveco S.p.A., SGS S.A., Director of EXOR S.p.A.
and Philip Morris International Inc.;
Virgilio Marrone: Director of Old Town S.A.;
Vittorio Mincato: Director of Parmalat S.p.A. and Techno Holding S.p.A., Vice Chairman of Nordest Merchant S.p.A., Chairman of Casa Editrice Neri
Pozza S.p.A.;
Pasquale Pistorio: Honorary Chairman of S.T. Microelectronics N.V., Director of Atos Origin S.A. and Brembo S.p.A.;
Ratan Tata: Chairman of The Indian Hotels Company Ltd., Director of Alcoa Inc., Antrix Corporation Ltd. and JaguarLandRover Ltd. (UK). Mr. Tata also
serves as Chairman of the principal companies of the Tata Group;
Mario Zibetti: Director of Ersel SIM S.p.A.