Chrysler 2012 Annual Report Download - page 320

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Auditors’ Reports
and Motions for AGM
Report of the Board of Statutory Auditors
to Shareholders
Shareholders,
Article 153 of Legislative Decree 58/1998 requires that the Board of Statutory Auditors report to Shareholders on its activities at the General Meeting
called for approval of the statutory financial statements, indicating any omissions or improper transactions that have come to its attention, and grants it the
authority to submit proposals to Shareholders relating to the financial statements, their approval and other matters under its responsibility.
This Report fulfills those requirements and the provisions of Article 2429 (2) of the Civil Code.
The following report is based on the activities carried out during the year in fulfillment of our responsibilities under Article 149 of Legislative Decree 58/98.
We attended meetings of the Board of Directors at which we were informed on activities and transactions approved by the Board and carried out by the
Company and/or its subsidiaries that had a significant impact on the financial statements.
On the basis of the information received, we ascertained that those transactions complied with the applicable provisions of law and the By-laws, were not
in conflict with any resolutions adopted by Shareholders and were consistent with management best practice.
The organizational structure appears to be adequate in relation to the size of the Company and we had access to comprehensive information, including
meeting with heads of various central functions and representatives of the Independent Auditors, enabling us to confirm the application of management
best practice.
A group-wide internal control system, which is constantly upgraded, is in place both for Fiat S.p.A. and subsidiaries.
We evaluated and monitored the adequacy of the internal control system and the administrative and accounting system, as well as the reliability of the latter
in providing a fair presentation of operations, through: i) examination of the Compliance Officer’s reports on the Internal Control System; ii) an examination
of the reports from Internal Audit, in addition to information on its monitoring of the implementation of corrective measures resulting from the audit activities;
iii) information from the heads of the respective functions; iv) an examination of corporate documents and results of the audit work carried out by the
Independent Auditors; v) interaction with management and the statutory and independent auditors of the principal and most significant subsidiaries,
pursuant to Article 151 (1) & (2) of Legislative Decree 58/1998; vi) participation in the activities of the Internal Control and Risk Committee, a Board
Committee composed of three independent directors. Participation in those activities also enabled the Statutory Auditors to coordinate with the Committee
in relation to its role as committee for Internal Control and Audit, pursuant to Article 19 of Legislative Decree 39/2010, entailing, in particular, oversight of:
the financial reporting process
the effectiveness of the systems of internal control, internal audit and risk management
the independent audits of the annual statutory and consolidated financial statements
aspects relative to the independence of the audit firm, with particular reference to non-audit services provided to the audited entity. Accordingly, we note
that on 19 February 2013, we received a communication from Reconta Ernst & Young S.p.A. – with whom there was a regular exchange of information
– stating that, in addition to the audit of the statutory and consolidated financial statements, limited audits of the half-year financial report, and agreed
upon procedures for audit of the quarterly reports, Fiat had also engaged the firm to provide the following services:
audit of the internal control system in relation to Fiat Group’s financial reporting for the 2012 financial year – fees totaling €680,000
agreed audit procedures for the reporting package prepared by Chrysler Group LLC for the purposes of the 2012 consolidated financial statements,
half-year financial report and quarterly reports for Fiat S.p.A. and subsidiaries – fees totaling €3,053,000
Those activities were approved by the Shareholders of Fiat S.p.A.