Chrysler 2012 Annual Report Download - page 322

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During the year, the Board of Statutory Auditors received a number of complaints from the shareholder Marco Bava – which the shareholder defined as
within the scope of “Article 2408 of the Civil Code” – to which we reply herein.
The complaints received from the shareholder – dated April 12, July 23, July 24 and October 29 – related respectively to:
the conduct of business and proceedings at the General Meeting of Shareholders of 4 April 2012
the archiving of materials relating to solicitations for appointment as proxy on the website www.fiatspa.com
the exclusion (removal) of Mr. Bava from events organized by subsidiary companies which were by invitation only (July 2: presentation of the 500L to the
media; October 29: inauguration of new offices and museum for the newspaper La Stampa)
Irrespective of whether the complaints received were within its remit, for each matter referred the Board of Statutory Auditors undertook a rigorous
examination of the facts and found no censurable acts, pursuant to Article 2408 of the Civil Code, or legal or regulatory violations.
In conclusion, we note that during the year, the Company verified the effective independence of the independent directors, and we confirm that the
principles and procedures for verification were fairly applied in accordance with Article 3.c.5 of the Corporate Governance Code. We also confirmed our
own continued independence as required under Article 8.c.1 of the Corporate Governance Code.
Based on the audits we performed in the areas under our responsibility, pursuant to Article 149 of Legislative Decree 58/1998, and in consideration of the
information received from the Independent Auditors, we have verified that the statutory financial statements for the year ended 31 December 2012, which
report a loss of €152,349,998, have been prepared and are presented in accordance with the applicable provisions of law.
In particular, we verified that none of the exemptions permitted under Article 2423 (4) of the Civil Code were exercised.
As part of the oversight activities described above, the Board of Statutory Auditors met a total of 19 times, of which 15 were conducted by the current Board
of Statutory Auditors, which has been in office since 4 April 2012. In addition, the Board of Statutory Auditors was present at the 6 meetings of the Board
of Directors (of which 4 were attended by the Statutory Auditors in office since 4 April 2012) and the 8 meetings of the Internal Control and Risk Committee
(of which 6 were attended by the Statutory Auditors in office since 4 April 2012), which it also attended in its role as Internal Control and Audit Committee
pursuant to Article 19 of Legislative Decree 39/2010.
On the basis of the control and oversight activities carried out during the year, we find nothing that would prevent approval of the statutory financial
statements for the year ended 31 December 2012 or the motions put forward by the Board of Directors.
Turin, 26 February 2013
The Statutory Auditors
Ignazio Carbone /s/ Ignazio Carbone
Lionello Jona Celesia /s/ Lionello Jona Celesia
Piero Locatelli /s/ Piero Locatelli
Auditors’ Reports
and Motions for AGM