Chrysler 2010 Annual Report Download - page 93

REPORT ON
OPERATIONS
92
CORPORATE
GOVERNANCE
application of the Regulation and used in preparation of the consolidated financial statements and are adequate for the regular provision to management
and the Parent Company’s auditors of information necessary for preparation of the consolidated financial statements. In addition, there is an effective flow
of information to the Parent Company’s auditors, including regular information on the composition of corporate bodies within all subsidiary companies and
the position held by each member. The Company is also is responsible for systematically maintaining and updating centralized records of formal documents
related to the By-laws and delegation of powers to the members of corporate bodies. The requirements of Article 36 (a) (b) and (c) of the Market Rules
issued by Consob have therefore been satisfied.
During the year, no companies incorporated under the laws of a non-EU member State were acquired which, on an individual basis, are significant for the
purposes of the aforementioned Regulation.
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 25 days prior to the date of the meeting, while certifications of percentages held must, if
not presented at the time the lists are filed, be provided at least 21 days prior to the date of the meeting. 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 capitalization 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.fiatspa.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 2010 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., Meccano S.p.A.,
Metroweb S.p.A. and Value Partners S.p.A. and a regular auditor of Mediolanum S.p.A. and Prada S.p.A. and a director of Intesa Sanpaolo Private
Banking S.p.A.; Giuseppe Camosci is Chairman of the Board of Statutory Auditors of Samsung Electronics Italia S.p.A. and Magneti Marelli S.p.A. and is
a regular auditor of Trussardi S.p.A., Finos S.p.A., Fortis Lease S.p.A. and BNP Paribas Lease Group S.p.A.; Piero Locatelli is a regular auditor of Giovanni
Agnelli & C. S.a.p.A. and Simon Fiduciaria S.p.A.