Chrysler 2011 Annual Report Download - page 356

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Auditors’ Reports
Motions for AGM
a) Compensation policy pursuant to Article 123-ter of the Legislative Decree 58/98
Shareholders,
Pursuant to Article 123-ter of Legislative Decree 58/98, you are hereby asked to give your non-binding vote on the compensation policy adopted
by the Company for members of the Board of Directors and executives with strategic responsibilities, in addition to the procedures for adoption and
implementation.
Following are the Definitions and Section I of the Compensation Report - prepared in accordance with Annex 3A, Forms 7-bis and 7 ter, of the
CONSOB Regulation no. 11971 of May 14, 1999 - that was published in accordance with legal requirements and is available on the corporate website
(www.fiatspa.com).
“Definitions
Annual Total Direct Compensation
means the sum of: (i) the gross annual fixed component of the compensation, (ii) the annual variable component that is based on
the achievement of given target objectives, and (iii) the annualized value of the medium-long term element of the variable component
that is based on the achievement of medium-long term target-based objectives and/or long term commitment to the Company
Board of Directors means the board of directors of the Company
Board of Statutory Auditors means the board of statutory auditors of the Company
CEO means the Chief Executive Officer of the Company, namely Mr. Sergio Marchionne
Chief Human Resources Officer means the Chief Human Resources Officer of the Group
Company means Fiat S.p.A.
Compensation Committee
means the Compensation Committee, entirely composed of independent directors, namely, as of the date of this Compensation
Report: Mr. R. Berger (as Chairman), Mr. L. Garavoglia and Mr. M. Zibetti
Compensation Policy means the compensation policy described in Section 1 of this Compensation Report
Compensation Report
means this compensation report prepared in accordance with article 123-ter of the Financial Act and Annex 3A, Forms 7-bis and
7-ter, of the Issuers’ Regulation
Corporate Governance Code means the Corporate Governance Code for Italian Listed Companies, to which the Company adheres
EU Recommendations means the EU Recommendation 2004/913 and EU Recommendation 2009/385
Executive Directors
means the directors granted by the Board of Directors with a special office and duties and namely Mr. John Elkann and Mr. Sergio
Marchionne
Executives with Strategic Responsibilities means the members of the Group Executive Council and other key corporate executives reporting to the CEO
Financial Act means the Legislative Decree no. 58 of February 24, 1998
Group means the Company together with its subsidiaries
Group Executive Council
means the decision-making body which supports the CEO of the Company. The Group Executive Council is responsible for
reviewing the operating performance of the businesses, setting performance targets, making key strategic and investment decisions
for the Group and sharing best practice, including the development and deployment of managerial resources
4) Compensation and own shares