Chrysler 2012 Annual Report Download - page 321

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On 25 February 2013, Reconta Ernst & Young S.p.A. presented a report pursuant to Article 19 (3) of Legislative Decree 39/2010 in which it communicated
that no material issues had emerged during the audit process and no significant failings had been identified in the system of internal control over financial
reporting.
On the basis of activities carried out, the Statutory Auditors found Fiat’s internal control system to be adequate overall and noted that, in its role as
committee for Internal Control and Audit, no issues had arisen requiring notification of Shareholders.
The guidelines provided by Fiat S.p.A. to its subsidiaries pursuant to Article 114 (2) of Legislative Decree 58/1998 also appear to be adequate.
With reference to Article 36 of the Market Regulations issued by Consob, which relates to material subsidiaries incorporated in and subject to the laws
of a non-EU member state, we report that at 31 December 2012 the companies to which that provision applies are included among those companies
considered relevant for the purposes of Fiat’s system of internal control over financial reporting, in relation to which no failings were reported.
The Board of Directors provided us with its report on operations for the first half of the year by the statutory deadline and published it in accordance with the
Consob requirements. It also complied with the legal requirement for quarterly reports. With regard to Consob communications, for those matters under
our responsibility, we confirm that:
the information provided by Directors in the report on operations is comprehensive and complete
as required by Legislative Decree 58/1998, we have been informed on a constant basis on matters under our responsibility
no third party, related party or intercompany transactions which were atypical and/or unusual, as defined in the Consob Communication of 28 July 2006,
emerged in the course of our periodic checks and audits
with regard to intercompany transactions, in the Notes to the Financial Statements the Board of Directors reports that there were numerous
transactions involving the sale of goods and services between the Company and other Group companies and related parties, and confirms that they
took place at standard market terms for the nature of goods and services concerned. We note that from 1 January 2011 the Company implemented
the “Procedures for Transactions with Related Parties”, pursuant to Consob Regulation 17221 of 12 March 2010 (as amended) and the Consob
Communication of 24 September 2010, whose guidelines were adopted by the Board of Directors on 21 October 2010
no issues requiring mention arose from meetings conducted with management and the statutory and independent auditors of the principal subsidiaries
we have reviewed and obtained information on the organizational and procedural measures implemented pursuant to and for the effects of Legislative
Decree 231/2001, as amended, and on the liability of legal persons for the offenses addressed therein. No significant issues requiring mention arose
from the reports of the Compliance Program Supervisory Body on activities carried out during 2012 or meetings conducted between that Body and the
Board of Statutory Auditors
no significant issues arose during meetings held with the Independent Auditors pursuant to Article 150 of Legislative Decree 58/1998
the report of the Independent Auditors Reconta Ernst & Young S.p.A, issued on 25 February 2013, contains no qualifications or emphasis paragraphs
in compliance with Article 149 (1)(c-bis) of Legislative Decree 58/98, we acknowledge the affirmation of the Directors in the Annual Report on Corporate
Governance, as confirmed by the Board resolution of 22 February 2012, that:
“Fiat Group adheres to the Corporate Governance Code for Italian Listed Companies issued in December 2011, with modifications that take into account
the specific characteristics of the Group.”
The above is discussed in detail in the Annual Report on Corporate Governance (February 2013) prepared by the Board of Directors, which is available
for your review.
During the year, the Board of Statutory Auditors actively followed the activities carried out by Reconta Ernst & Young S.p.A. in relation to monitoring Fiat
Group’s liquidity.
The Board of Statutory Auditors focused on the most significant aspects of the Fiat-Chrysler agreements, including reviewing the Master Transaction
Agreement with the support of Fiat’s legal department. In particular, the Board of Statutory Auditors was briefed on the procedures, terms and conditions
for exercise of the various call options contained within those agreements.
Reports of
the Board of
Statutory
Auditors