Chrysler 2011 Annual Report Download - page 93

Report on
Operations
92
Corporate
Governance
several years of experience in the accounting and financial affairs of large companies may be appointed. In implementation of this provision, the Board of
Directors has appointed the Chief Financial Officer as the manager responsible for the Company’s financial reporting, vesting him with the relevant powers.
At 31 December 2011, the Board of Directors was composed of three executive directors and 12 non-executive directors (i.e., directors without specific
authorities or executive responsibilities within the Company or the Group), eight of whom (representing a majority) qualified as independent on the basis
of the criteria approved by Shareholders on 27 March 2009 and already applied by the Company. Those criteria will be resubmitted by the Board for the
approval of Shareholders, based on the recommendation of the Nominating, Corporate Governance and Sustainability Committee, at the General Meeting
to be called to appoint the new Board for the period 2012-2014. As required by law and the By-laws, two of the directors (Gian Maria Gros-Pietro and Mario
Zibetti) also meet the independence requirements established in Legislative Decree 58/98.
The Chairman and Chief Executive Officer are executive directors. They also hold executive responsibilities at subsidiary companies: John Elkann is
Chairman of Editrice La Stampa S.p.A. and Itedi S.p.A. and Sergio Marchionne, in addition to being Chairman of the principal subsidiaries, is also Chief
Executive Officer of Fiat Group Automobiles S.p.A. and of Chrysler Group LLC. Luca Cordero di Montezemolo also qualifies as an executive director by
virtue of his position as Chairman of Ferrari S.p.A.
An adequate number of independent directors is an essential element in protecting the interests of shareholders, particularly minority shareholders, and
third parties. For this reason, and believing it to be significantly in the Company’s interests to maintain a high level of guarantees and protection against
potential conflicts of interest, through a resolution dated 22 February 2012 the Board of Directors proposed that for the elections to be held on 4 April 2012,
Shareholders appoint a Board with a significant number of independent directors. The Board also proposed that – in addition to the 2 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 – a
minimum of 3 additional directors be elected that meet the criteria of independence adopted for previous elections.
The independence of directors is assessed annually and is based on the absence or non-relevance, during the previous three years, of economic or
shareholding relationships or other relationships, whether direct, indirect or on behalf of third parties, with the Company, its executive directors and
executives with strategic responsibilities, its controlling companies or subsidiaries, or any other party related to the Company. The results of these
assessments are published in the Annual Report on Corporate Governance.
At the meeting held on 27 October 2011, the Board of Directors confirmed that Roland Berger, René Carron, Luca Garavoglia, Gian Maria Gros-Pietro,
Vittorio Mincato, Pasquale Pistorio, Ratan Tata and Mario Zibetti satisfied the requirements of independence.
Some directors also hold positions at other listed companies or companies of significant interest. Excluding positions held by executive directors within Fiat
Group mentioned above, the most significant are as follows:
Andrea Agnelli: Chairman of Juventus FC S.p.A., General Partner of Giovanni Agnelli & C. S.a.p.A., Director of EXOR S.p.A. and Vita Società Editoriale
S.p.A.;
Carlo Barel di Sant’Albano: Chairman of Cushman & Wakefield, Director of EXOR S.p.A. and Juventus FC S.p.A.;
Roland Berger: Co-Chairman of Italy 1 Investment S.A., Vice Chairman of Wilhelm von Finck AG, Director of RCS MediaGroup S.p.A., Chairman of the
Supervisory Board of Prime Office AG and WMP EuroCom AG, Member of the Supervisory Board of Schuler AG, Fresenius SE & Co KGaA and Fresenius
Management SE;
Tiberto Brandolini D’Adda: Chairman of Sequana S.A. and EXOR S.A., General Partner of Giovanni Agnelli & C. S.a.p.A., Vice Chairman of EXOR S.p.A.,
Director of SGS S.A.;
René Carron: Director of GDF-Suez S.A. and Vice Chairman of IPEMED (Institut de Prospective Economique du Monde Méditerranéen);
Luca Cordero di Montezemolo: Chairman of NTV – Nuovo Trasporto Viaggiatori S.p.A., Director of Poltrona Frau S.p.A., Tod’s S.p.A. and Pinault
Printemps Redoute S.A;
John Elkann: Chairman and General Partner of Giovanni Agnelli & C. S.a.p.A., Chairman and CEO of EXOR S.p.A., Director of Fiat Industrial S.p.A., RCS
MediaGroup S.p.A., SGS S.A. Gruppo Banca Leonardo S.p.A. and The Economist Group;
Luca Garavoglia: Chairman of Davide Campari Milano S.p.A.;
Gian Maria Gros-Pietro: Director of Edison S.p.A., Credito Valtellinese S.p.A., Caltagirone S.p.A. and Italy 1 Investment S.A.;