Chrysler 2011 Annual Report Download - page 349

Motions
for AGM
348
We are therefore proposing that the total number of directors be set at 9 – a smaller number than the previous Board, which we consider appropriate in
view of the increased focus on the automobiles business, that will enable the Board to function even more effectively, while at the same time ensuring
adequate diversity of membership for Board committees. In addition to the two independent directors required by law and in consideration of the
recommendation of the Corporate Governance Code that at least one-third of directors be independent, we also propose election of a minimum of 3
additional directors possessing the characteristics of independence, pursuant to the evaluation criteria adopted on previous occasions.
Those criteria, provided below, relate to the absence or substantial non-relevance, within the past three years, of any economic or shareholding relationship
with the Company, its executive directors or executives with strategic responsibilities, its controlling companies or subsidiaries, or family relationships with
the executive directors of those companies. In addition, no individual may be considered independent if, within the past three years, he has been a partner
or director of a major competitor – that is, a company which in terms of products and key markets competes with the Group – a rating agency or audit
firm engaged by the Company or other companies in the Group or an executive director of a company outside the Group for which any of Fiat S.p.A.’s
directors serve as non-executive directors.
We are also proposing that the new term of office be for a period of three years, expiring on the date of the General Meeting called for approval of the
2014 financial statements, and that the annual fee for each director be set at €50,000. In addition, the Board proposes that directors not be subject to
the restrictions of Article 2390 of the Civil Code.
The Directors will therefore remain in office for a period of three financial years and, in any event, until the date of the General Meeting called for approval
of the 2014 financial statements.
22 February 2012
On behalf of the Board of Directors
/s/ John Elkann
John Elkann
CHAIRMAN