Chrysler 2012 Annual Report Download - page 108

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Report on Operations
Some directors also hold positions at other listed companies or companies of significant interest. Excluding the positions held by the executive directors
within Fiat Group, the most significant are as follows:
Andrea Agnelli: Chairman of Juventus FC S.p.A., General Partner of Giovanni Agnelli e C. S.a.p.A., Director of EXOR S.p.A. and Vita Società Editoriale
S.p.A.
Joyce Victoria Bigio: Director of Simmel Difesa S.p.A.
Tiberto Brandolini D’Adda: Chairman of Sequana S.A. and EXOR S.A., General Partner of Giovanni Agnelli e C. S.a.p.A., Vice Chairman of EXOR S.p.A.
and Director of SGS S.A.
Luca Cordero di Montezemolo: Chairman of Charme Management S.r.l., Vice Chairman of Unicredit S.p.A., Director of Poltrona Frau S.p.A., N.T.V.
S.p.A., Tod’s S.p.A., Pinault Printemps Redoute S.A., Montezemolo & Partners SGR and Delta Topco Ltd.
John Elkann: Chairman and General Partner of Giovanni Agnelli e C. S.a.p.A., Chairman and Chief Executive Officer of EXOR S.p.A., Director of Fiat
Industrial S.p.A., SGS S.A., Gruppo Banca Leonardo S.p.A. and The Economist Group
Gian Maria Gros-Pietro: Chairman of ASTM S.p.A., Director of Edison S.p.A., Caltagirone S.p.A. and IVS Group S.A.
Sergio Marchionne: Chairman of CNH Global N.V., Fiat Industrial S.p.A., Iveco S.p.A., FPT Industrial S.p.A. and SGS S.A., Director of EXOR S.p.A. and
Philip Morris International Inc.
Patience Wheatcroft: Member of the Advisory Board of Huawei Technologies (UK) and Director of St. James’s Place PLC
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
In 2012, 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
to which the Company is exposed. 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 conducts independent evaluations of the System in its entirety. 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.