Chrysler 2012 Annual Report Download - page 330

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Auditors’ Reports
and Motions for AGM
In particular, variable compensation that is paid immediately is intended to incentivize individuals toward the achievement of the targets established in the
annual budget and to reward the level of achievement or over-achievement of those targets.
Where used, deferred components of variable compensation, which are share-based, are designed to incentivize achievement of the targets referred to
above, through an annual vesting mechanism, as well as enhancing medium to long-term retention and alignment with shareholder interests, objectives
typical of such instruments.
D.3 Changes to the previous Compensation Policy
The compensation policy described in this Report does not materially modify the practices applied in 2011, with the exception of the LTI Plan and of the
criteria for the determination of the fixed compensation of the non-Executive Directors.
In particular:
• The LTI Plan was approved by the shareholders meeting on April 4, 2012
• Since the shareholders meeting held on April 4, 2012, the fixed compensation of non-Executive Directors not holding particular offices has been
determined in euro 50,000 (whereas, before such shareholders meeting resolution, in addition to such fixed compensation directors benefitted of a
meeting fee for each Board or Committee session).
As mentioned above, in 2012 the Board of Directors, pursuant to Article 2389 third paragraph of the Italian Civil Code, resolved to grant to the non-Executive
Directors who are also members of the Committees established by the Board the following annual fixed compensation:
• Chair of the Internal Control and Risk Committee: euro 30,000
• Members of Internal Control and Risk Committee: euro 20,000
• Chair of the other Committees: euro 20,000
• Members of the other Committees: euro 15,000.
With reference to the said resolution of the Board of Directors, the Compensation Committee conducted the preliminary advisory activities mentioned in
paragraph B3 above.
E. Fixed and variable Components of the Compensation
E.1 Members of the Board of Directors
With reference to the policies relating to fixed and variable components of the compensation, the Company distinguishes between Executive and non-
Executive Directors.
With regard to non-Executive Directors with no specific additional responsibilities (including independent directors), the compensation consists of a fixed
fee set by shareholders. Non-Executive Directors holding particular offices receive also the additional compensation referred to in the previous paragraph
D3. In addition, non-Executive Directors are also refunded for expenses incurred in for the exercise of their office.
In accordance with EU Recommendations and article 6 of the Corporate Governance Code, non-Executive Directors are not eligible for any form of
compensation tied to the achievement of financial targets or participation in any share-based compensation scheme of the Company.
As per Group policy, which reflected the common practice of the Italian market, the non-Executive Directors are not granted with any variable compensation.
With reference to Executive Directors, in addition to the compensation set by shareholders, they are granted individual compensation plans. In particular,
at the time of their appointment or thereafter, the Compensation Committee proposes to the Board of Directors the remuneration package for Executive
Directors or for directors holding special offices. On the basis of the above, the Board of Directors establishes – pursuant to article 2389, third paragraph, of
the Italian Civil Code upon proposal of the Compensation Committee and following consultation with the Board of Statutory Auditors – fixed compensation
for the Chairman and the CEO, and, in the case of Directors holding special offices in subsidiaries, approves the proposal to be submitted to the board of
directors of the relevant subsidiary.