Chrysler 2011 Annual Report Download - page 357

Motions
for AGM
356
Issuers’ Regulation means the CONSOB Regulation no. 11971 of May 14, 1999
LTI
means the LTI Plan proposed and described in the Report to the Shareholders issued by the Company pursuant to Article 114bis
of the Financial Act
Performance and Leadership
Bonus Plan
means the Group’s annual short term incentive plan that is linked to both the achievement of key financial metrics of operating
performance of the Group and individual performance and leadership contribution
Related Parties Regulation means the CONSOB Regulation no. 17221 of March 10, 2010
Section I
Section 1 of this Compensation Report is aimed to outline and describe: (i) the policy of the Company with respect to the compensation of members of
the Board of Directors, members of the Board of Statutory Auditors and Executives with Strategic Responsibilities that the Company intends to adopt and
(ii) the procedures followed in relation to the adoption and implementation of said policy (the “Compensation Policy”).
The Compensation Policy conforms to the recommendations of the Corporate Governance Code. In particular, the Compensation Policy incorporates
the recommendations contained in Article 6 of the Corporate Governance Code relating to compensation for members of the Board of Directors and
Executives with Strategic Responsibilities.
The Compensation Policy also fulfils the requirements of the Procedures for Transactions with Related Parties adopted by the Group on November 17, 2010.
In accordance with the Corporate Governance Code, article 123-ter of the Financial Act and EU Recommendations, this Compensation Policy, which
illustrates the policies and practices followed by the Company, was prepared for submission to the shareholders’ meeting called to resolve also upon the
2011 financial statement.
A. Drafting, approval and implementation of the Compensation Policy
This Compensation Policy, to be submitted to the approval of the shareholders’ meeting called to approve the 2011 financial statements, was adopted by
the Board of Directors on February 22, 2012.
In addition to the Board of Directors, also the following corporate bodies and persons were involved in the drafting and approval of this Compensation
Policy: the Compensation Committee, that on February 22, 2012 prepared and approved the guidelines and principles of this Compensation Policy to
be submitted to the Board of Directors.
The corporate bodies and persons responsible for the correct implementation of the Compensation Policy are the Compensation Committee, that shall
monitor the application of the Compensation Policy with regard to Executive Directors and Executives with Strategic Responsibilities, having being advised
by the Chief Human Resources Officer, that shall submit compensation updates and provide the Compensation Committee – on an yearly basis – with
a report relating to the application of the Compensation Policy in the previous financial year and the proposed changes for the upcoming financial year.