Chrysler 2011 Annual Report Download - page 350

349
Auditors’ Reports
Motions for AGM
Criteria for qualification as independent director
The Board of Directors of Fiat S.p.A. shall, to the extent within its power, ensure that the majority of directors are independent, inasmuch as they:
a) do not directly, indirectly or on behalf of third parties, nor have they within the past three years, maintained an economic or shareholding relationship
or relationship of any other nature with the individuals or entities listed below:
the Company, its subsidiaries and associates, or companies subject to control by the same entity as the Company;
any individual or entity which, including jointly with others, controls the Company, is a member of a shareholder agreement for the control of the Company
or exercises significant influence over it;
executive directors or executives with strategic responsibilities for those entities;
b) are not, or have not been within the past three years, executive directors or executives with strategic responsibilities for the entities described in point a);
c) have not been directors of the Company for more than nine years, including non-successive terms of office;
d) are not executive directors of companies outside the Group where one or more executive directors of the Company are non-executive directors;
e) have not, within the past three years, been partners or directors of one of the Company’s major competitors;
f) have not been, within the past three years, partners or directors of a rating agency which is currently, or has been within the past three years, responsible
for assigning a rating to the Company, a subsidiary of the Company or a company which, including jointly with others, controls the Company;
g) are not, or have not been within the past three years, partners or directors or members of an audit team – or of an entity forming part of its network – which
has been engaged within the past three years to perform audits of the Company, its subsidiaries, companies subject to control by the same entity or any
company which, including jointly with others, exercises control or significant influence over it;
h) are not members of the immediate family and do not cohabit with individuals who would be ineligible under the preceding points.
Independent directors – upon election and subsequently whenever a circumstance presents itself which could potentially alter a director’s independence
and, in any event, at least annually – shall report any relevant relationship, either new or pre-existing, as defined in letters a, b, c, d, e, f, g and h above to
the Board of Directors in writing.
The independence of directors is evaluated by the Board of Directors at its regular meetings, taking account of the information provided by the individual
directors concerned as to their satisfaction of the requirements and any modifications to such information. Where, during the course of such evaluation,
the Board identifies the existence of a relationship included in point a), it may express a favorable view only where such relationship can be considered
immaterial given its exact nature or amount. Where an evaluation reveals changes to the circumstances previously disclosed, the Board of Directors must
communicate such changes to the market.
For the purposes of determining independence, the Board also considers indirect economic or shareholding relationships and, therefore, those existing
between: on one side, the director, his family members, a professional practice of which he is a partner, companies directly or indirectly controlled by
the director or his family members, companies of which those individuals are indirectly directors or employees and, on the other side, the Company,
its subsidiaries and associates or companies subject to control by the same entity as the Company, shareholders which, directly or indirectly, control
or exercise significant influence over the Company, individuals or entities referred to in point g) above, executive directors or executives with strategic
responsibilities at any of the aforementioned entities.
The Annual Report on Corporate Governance provides details of the number and names of the Company’s independent directors.