Chrysler 2010 Annual Report Download - page 92

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COMMITTEES ESTABLISHED BY THE BOARD OF DIRECTORS
The Board of Directors established the Internal Control Committee, the Nominating and Corporate Governance Committee, which in 2009 was also
allocated responsibility for sustainability issues and renamed the Nominating, Corporate Governance and Sustainability Committee, with responsibility for,
among other things, selecting and proposing nominees to serve as director, and the Compensation Committee, with an advisory role for matters relating
to compensation.
INTERNAL CONTROL SYSTEM
The Board established the “Guidelines for the Internal Control System”, which came into effect on 1 January 2003, and constituted a revision of the
procedures established in 1999, including adoption of changes to the Corporate Governance Code. Essential components of the Internal Control System
are the Code of Conduct, adopted in 2002 to replace the Code of Ethics and revised in 2010, and the Compliance Program, adopted by the Board of
Directors in implementation of regulations on the ‘Liability of Legal Persons’ pursuant to Legislative Decree 231/2001, as amended. The Code of Conduct
embodies the principles of business ethics to which the Company adheres and with which directors, statutory auditors, employees, consultants and
partners are required to comply.
The Compliance Program of Fiat S.p.A. pursuant to Legislative Decree 231/2001 and the Guidelines for Adoption and Update of Compliance Programs
by the Group’s Italian companies (the “Guidelines”) have been revised to reflect the latest legislative changes – Law 99 of 23 July 2009, Law 94 of 15 July
2009 and Law 116 of 3 August 2009 – which updated Legislative Decree 231/01 to include offences relating to: violation of intellectual property laws;
organized crime; counterfeiting of currency, public credit instruments, duty stamps and distinguishing instruments or marks; offenses against industry and
commerce; and inducement to withhold information or make false statements to judicial authorities.
In particular, the sections of the Compliance Program of Fiat S.p.A. and the Guidelines dealing with involuntary manslaughter and negligence causing
serious personal injury or permanent disability resulting from violation of safety and health laws have been revised and updated to comply with the
provisions of Legislative Decree 81/08 (the Italian legislation on workplace safety), as amended by Legislative Decree 106/2009.
The Compliance Program Supervisory Body is composed of the Compliance Officer, the Senior Counsel, and an external advisor. It has its own Internal
Policies and Procedures and its activities are based on a specific Supervisory Program. This body meets at least once per quarter and reports to the Board
of Directors (including through the Internal Control Committee) and the Board of Statutory Auditors.
In application of the Compliance Program, the Code of Conduct, and the provisions of the Sarbanes-Oxley Act (to which the Company was subject while
listed on the NYSE) on whistleblowing, the Whistleblowing Procedures were adopted on 1 January 2005 for management of reports and claims filed
by individuals inside and outside the Company in relation to suspected or presumed violations of the code of conduct, fraud involving company assets
or financial reporting, oppressive behavior towards employees or third parties, reports or claims regarding accounting, internal accounting controls and
independent audits.
The Procedure for the Engagement of Audit Firms governs the engagement, by Fiat S.p.A. and its subsidiaries, of independent auditors and companies
or professional firms that maintain an ongoing relationship with the independent auditors (i.e., the network) to safeguard the independence of firms engaged
to audit the financial statements.
Fiat has put in place a system of risk management and internal control over financial reporting based on the model provided in the COSO
Report, according to which the internal control system is defined as a set of rules, procedures and tools designed to provide reasonable assurance of the
achievement of corporate objectives. In relation to the financial reporting process, those objectives are the reliability, accuracy, completeness and timeliness
of the information itself. Risk management constitutes an integral part of the internal control system. The periodic evaluation of the system of internal
control over financial reporting is designed to ensure the overall effectiveness of the components of the COSO Framework model (control environment,
risk assessment, control activities, information and communication, monitoring) in achieving those objectives. As mentioned previously, the principal
characteristics of the system of risk management and internal control over financial reporting are provided in the Annual Report on Corporate Governance.
Documents and financial information regarding the Company are made public, including via the internet, in accordance with the provisions of the Disclosure
Controls & Procedures adopted in the past to comply with the US regulation applicable at the time.
With reference to the “Conditions for the listing of shares of companies having control over companies incorporated and regulated under the laws of
a non-EU member State”, pursuant to Articles 36 and 39 of the Market Rules, the accounting systems in place at the Company and its subsidiaries, as
discussed in the Annual Report on Corporate Governance, enable public disclosure of the accounts prepared by companies included in the scope of