Chrysler 2011 Annual Report Download - page 348

347
Auditors’ Reports
Motions for AGM
2) Election of the Boards of
Directors and Statutory Auditors
a) Determination of number of members of the Board of Directors and compensation
Shareholders,
The term of office of the Board of Directors, elected on 27 March 2009, expires at the General Meeting called for approval of the 2011 financial statements.
You are therefore called upon to:
determine the size of the Board, which pursuant to Article 11 of the By-laws may consist of a minimum of nine and a maximum of fifteen members
set the amount of compensation payable to Directors or the manner in which such compensation is to be determined
elect directors for a new term of office, taking into account that, pursuant to the By-laws, no individual who is 75 years of age or older may be elected
Following the demerger of the capital goods businesses and their transfer to Fiat Industrial S.p.A., the Group is now focused on the automobile and
automobile-related components businesses and, consequently, the industrial, financial and competitive dynamics of those activities.
The size of the Company and the Group, the complexity and specific characteristics of the sectors in which it operates and the geographic spread of its
businesses require that the Board’s members have a broad and varied mix of knowledge, experience and cultures, both generalist and specific, acquired
in an international setting and relevant to an understanding of the economy and global markets, more generally, and the industrial and financial sectors,
more specifically. An appropriate combination of skills and professional background is fundamental to the proper functioning of the Board.
In determining the number of members of the new Board of Directors, we therefore recommend that you consider the Company’s increased focus on the
automobiles business, as well as the benefits of gender diversity within the Board.
A proper balance also needs to be maintained between executive directors, with representative and executive powers, and non-executive directors, to
ensure that no individual or group of individuals is able to exercise a dominating influence in the Board’s decision-making process.
The presence of independent directors is also essential to protection of the interests of shareholders and third parties. The contribution of directors with
these characteristics is also necessary for the proper composition and functioning of the Board’s Committees, whose role is to propose and advise in
relation to, among other things, preliminary examination and formulation of proposals that relate to areas of potential risk, including prevention of potential
conflicts of interest.
As it is significantly in the Company’s interests to maintain a high level of guarantees and protection, we propose that the Board be composed of an
appropriate number of independent directors.