Chrysler 2011 Annual Report Download - page 358

357
Auditors’ Reports
Motions for AGM
The table below summarizes the main roles and responsibilities for setting and governing compensation for participants covered under the Company’s
Compensation Policy:
Participants covered Who proposes / recommends Who advises Who approves
Shareholders’
advisory voting rights
(“Say on Pay”)
Non - Executive
Directors Compensation Committee Chief Human Resources Officer Shareholders Not applicable
Executive Directors Compensation Committee Chief Human Resources Officer
Directors, absent
the Executive Directors Yes
Executives with Strategic
Responsibilities Chief Human Resources Officer
Compensation Committee
Internal and external Executive
Compensation experts CEO Yes
B. Role of the Compensation Committee
B.1 Composition of the Compensation Committee
In 1999, the Board of Directors established the Nominating and Compensation Committee. The roles and requirements of such committee are constantly
updated to reflect current best practice in corporate governance. On 24 July 2007, as part of the continuous review of the system of corporate governance
and to better align itself with best international practice as well as the recommendations of the Corporate Governance Code, the Board passed a resolution
to split the Nominating and Compensation Committee into the Compensation Committee and the Nominating and Corporate Governance Committee. In
implementation of the most recent recommendations of the Corporate Governance Code, on 22 February 2012 the Board of Directors approved a revised
charter of the Compensation Committee, which better details its activities.
The Chief Human Resources Officer attends the Compensation Committee’s meetings; the chairman may invite other individuals to attend the meetings
whenever their presence may help the Compensation Committee to perform its functions. The Compensation Committee may rely on the support of
external advisors at the Company’s expense.
As of the date of this Compensation Policy, the members of the Compensation Committee are: Mr. R. Berger (as Chairman), Mr. L. Garavoglia and Mr. M.
Zibetti, all non-Executive Directors and independent pursuant to article 148 of the Financial Act and article 3 of the Corporate Governance Code. All the
members of the Compensation Committee have an adequate knowledge and experience in compensation and financial matters.
The Charter of the Compensation Committee is available on the Company’s website: www.fiatspa.com.
B.2 Role of the compensation committee
On the basis of this Charter, as amended on February 22, 2012, the Compensation Committee is entrusted with the following duties:
(a) presenting proposals to the Board in relation to compensation policies for directors and executives with strategic responsibilities;
(b) presenting proposals to the Board in relation to individual compensation plans for the Chairman, Chief Executive Officer and other directors with specific
responsibilities, as well as in relation to the establishment of performance targets for their variable compensation and, on an annual basis, verifying the
level of achievement
(c) examining proposals from the Chief Executive Officer concerning compensation and performance evaluations for executives with strategic responsibilities
(d) periodically evaluating the adequacy, overall coherence and concrete application of compensation policies for directors and, on the basis of information
provided by the Chief Executive Officer, for executives with strategic responsibilities
(e) carrying out the functions of the committee for transactions with related parties, where related to compensation
(f) examining specific issues relating to compensation when requested by the Board and providing recommendations.