Chrysler 2012 Annual Report Download - page 107

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The task of implementing the Procedures and disseminating them to Group companies is assigned to the manager responsible for the
Company’s financial reporting, who must also ensure coordination with the administrative and accounting procedures required under
Article 154-bis of Legislative Decree 58/1998.
As established in the “Guidelines for Significant Transactions” (previously the “Guidelines for Significant Transactions and
Transactions with Related Parties”), transactions having a significant impact on the Company’s earnings and financial position are
subject to prior examination and approval by the Board.
Accordingly, the powers attributed to the executive directors specifically exclude decision-making authority for significant transactions,
pursuant to the criteria for significance established by Consob. A reasonable period in advance of the Company undertaking a significant
transaction, the executive directors are to provide the Board a summary report on their analysis of the strategic compatibility, economic
feasibility and expected return.
As provided under Articles 70 (8) and 71 (1-bis) of the Consob Issuer Regulations, on 30 October 2012 the Board of Directors approved
the opt-out from the obligation to publish an information document for significant transactions (e.g., significant mergers, spin-offs, share
capital increases by means of in-kind contributions of assets, acquisitions and disposals).
Pursuant to Article 12 of the By-laws, after consultation with the Board of Statutory Auditors, the Board of Directors appoints one or
more managers responsible for the Company’s financial reporting. If more than one manager is attributed that responsibility, it
is to be carried out jointly and with joint responsibility. It is a requirement that the individual(s) appointed have several years of accounting
and financial experience within a large company. In implementation of that provision, the Board of Directors appointed the Chief
Financial Officer as the manager responsible for the Company’s financial reporting, vesting him with the relevant powers.
At 31 December 2012, the Board of Directors was composed of three executive directors and six non-executive directors (i.e., directors
without specific executive powers or responsibilities within the Company or the Group), four of whom qualified as independent on the
basis of the criteria approved by Shareholders on 4 April 2012 and adopted for past elections. All of those independent directors (Joyce
Victoria Bigio, René Carron, Gian Maria Gros-Pietro and Patience Wheatcroft) also meet the independence requirements established
under 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 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, considering it to be significantly in the Company’s interests to maintain adequate
guarantees against potential conflicts of interest, in its proposal of 22 February 2012, the Board of Directors recommended that, in
relation to re-election of the Board on 4 April 2012, Shareholders elect a significant number of independent directors. In consideration
of the current legal requirement that at least two directors are independent and the provision of the Corporate Governance Code that
at least one-third of the members of the Board of Directors are independent, Shareholders voted to elect four directors who meet the
requirements 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 criteria also exclude directors as being considered independent if they were partners or directors
of major competitors, rating agencies or audit firms engaged by the Company or Group companies in the previous three years, or are
executive directors at other companies where the Company’s directors are non-executive directors. The results of those assessments
are published in the Annual Report on Corporate Governance.
On 4 April 2012, the Board of Directors verified that Joyce Victoria Bigio, René Carron, Gian Maria Gros-Pietro and Patience Wheatcroft
satisfied the requirements of independence.
Report on
Operations
Corporate
Governance