Chrysler 2011 Annual Report Download - page 94

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Sergio Marchionne: Chairman of CNH Global N.V., Fiat Industrial S.p.A., Iveco S.p.A., FPT Industrial S.p.A., SGS S.A., Director of EXOR S.p.A. and Philip
Morris International Inc.;
Vittorio Mincato: Chairman of NEM SGR S.p.A. and Casa Editrice Neri Pozza S.p.A., Director of Tecno Holding S.p.A.;
Pasquale Pistorio: Honorary Chairman of S.T. Microelectronics N.V., Director of Atos S.A. and Brembo S.p.A.;
Ratan Tata: Chairman of The Indian Hotels Company Ltd., Director of Alcoa Inc., Antrix Corporation Ltd. and JaguarLandRover Ltd. (UK). Mr. Tata also
serves as Chairman of the principal companies of the Tata Group;
Mario Zibetti: Director of Ersel SIM S.p.A.
Board Committees
The Board of Directors has established the following committees: the Internal Control Committee – whose role was redefined in February 2012 and
was renamed the Internal Control and Risk Committee; the Nominating and Corporate Governance Committee – whose role includes selecting and
proposing candidates for the Board and which, during 2009 was also assigned responsibility for sustainability-related issues and subsequently renamed
the Nominating, Corporate Governance and Sustainability Committee; and, the Compensation Committee – whose role was redefined on 22 February 2012
in accordance with the provisions of the new Corporate Governance Code.
Internal Control System
The Board approved the “Guidelines for the Internal Control and Risk Management System”, which constituted a revision of the procedures established in
1999 and 2003, including adoption of changes introduced by the Corporate Governance Code in 2011.
The Internal Control and Risk Management System, based on the model provided by the COSO Report and the principles of the Corporate Governance
Code, consists of a set of policies, procedures and organizational structures aimed at identifying, measuring, managing and monitoring the principal risks.
The system is integrated within the organizational and corporate governance framework adopted by the Company, and contributes to the protection of
corporate assets, as well as ensuring the efficiency and effectiveness of business processes, reliability of financial information and compliance with laws
and regulations, as well as the By-laws and internal procedures.
The system, which has been developed on the basis of international best practice, consists of the following 3 levels of control:
Level 1: operating areas, which identify and assess risk and establish specific actions for management of that risk
Level 2: departments responsible for risk control, which define methodologies and instruments for managing risk and monitor that risk
Level 3: Internal Audit which provides independent assessments of the entire system. The head of Internal Audit is also assigned the role of Compliance
Officer pursuant to Article 150 of Legislative Decree 58/98
The Guidelines for the System of Risk Management and Internal Control provide a detailed description of the duties and responsibilities of the principal
individuals and entities involved and set out the procedures for their coordination in order to ensure the effectiveness and efficiency of the system and
reduce potential duplication of activities.
The Company has developed a system of internal control and risk management in relation to financial reporting based on the model provided by the COSO
Report aimed at ensuring the reliability, accuracy, completeness and timeliness of the information reported. The periodic evaluation of the system of internal
control over financial reporting is designed to ensure the overall effectiveness of the components of the COSO Framework model (control environment,
risk assessment, control activities, information and communication, monitoring) in achieving those objectives. As mentioned previously, the principal
characteristics of the system of internal control and risk management in relation to financial reporting are provided in the Annual Report on Corporate
Governance.
Fiat has administrative and accounting procedures in place that ensure a high degree of reliability in the system of internal control over financial reporting.
Documents and financial information regarding the Company are made public, including via the internet, in accordance with the provisions of the procedures
for the internal management and public disclosure of confidential information adopted by the Board of Directors in 2006 and 2007.
Report on Operations