Chrysler 2011 Annual Report Download - page 342

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Auditors’ Reports
Motions for AGM
Report of the Board of Statutory Auditors
to Shareholders
Shareholders,
Article 153 of Legislative Decree 58/1998 requires that the Board of Statutory Auditors report on its oversight activity to Shareholders at the General Meeting
called for approval of the statutory financial statements, indicating any omissions or improper transactions that have come to its attention, and grants it the
authority to submit proposals to Shareholders relating to the financial statements, their approval and other matters under its responsibility.
This Report fulfills those requirements and the provisions of Article 2429 (2) of the Civil Code.
Based on the activities carried out during the year (pursuant to Article 149 of Legislative Decree 58/98), we are able to report the following.
We attended meetings of the Board of Directors, where we were informed on those activities and transactions approved by the Board and carried out by
the Company and/or its subsidiaries which had a significant impact on the financial statements.
We ascertained that those transactions complied with the applicable provisions of law and the By-laws, did not conflict with any resolutions adopted by
Shareholders and were consistent with management best practice.
The organizational structure appears to be adequate in relation to the dimensions of the Company and we had access to comprehensive information,
including meeting with heads of various central functions and representatives of the Independent Auditors, enabling us to confirm the application of
management best practice.
A group-wide internal control system, which is constantly upgraded, is in place both for Fiat S.p.A. and subsidiaries.
We evaluated and monitored the adequacy of the internal control system and the administrative and accounting system, as well as the reliability of the
latter in providing a fair presentation of operations, through: i) an examination of the Compliance Officer’s report on Fiat’s Internal Control System; ii) an
examination of the reports from Internal Audit, in addition to information on its monitoring of the implementation of corrective measures resulting from the
audit activities; iii) information from the heads of the respective functions; iv) an examination of corporate documents and results of the audit work carried out
by the Independent Auditors; v) interaction with the statutory and independent auditors of subsidiaries pursuant to Article 151 (1) & (2) of Legislative Decree
58/1998; vi) participation in the activities of the Internal Control Committee (now the Internal Control and Risk Committee) a Board Committee composed of
three independent directors. Participation in the activities of the Internal Control Committee enabled the Statutory Auditors to coordinate with the Committee
in relation its role as committee for internal control and audit, pursuant to Article 19 of Legislative Decree 39/2010, entailing, in particular, oversight of:
the financial reporting process;
the effectiveness of the systems of internal control, internal audit and risk management;
the independent audits of the annual statutory and consolidated financial statements;