Chrysler 2013 Annual Report Download - page 104

103
Report on
Operations
Corporate Governance
Foreword
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. In 2012, the Board of Directors, at the proposal of the Compensation Committee, formulated
a Compensation Policy that conforms to the recommendations of the Corporate Governance Code and Consob regulations that took effect
on 31 December 2011. The Policy (which, in accordance with statute, forms the first section of the Compensation Report) was revised on
20 February 2013 and submitted to the non-binding vote of shareholders who voted in favor at the Annual General Meeting on 9 April 2013.
Additionally, in 2012 the Board also introduced changes to the Guidelines for the Internal Control and Risk Management System, including
redefinition of the roles of the Internal Control Committee (which was renamed Internal Control and Risk Committee) and other related entities
and individuals.
In accordance with legal and regulatory requirements, the Company prepares an “Annual Report on Corporate Governance” which provides
a general description of the Group’s corporate governance system together with information on ownership structure and adherence to the
Corporate Governance Code, including key governance practices and the principal characteristics of the system of internal control and risk
management, including with reference to financial reporting. The Report, which is available in the Governance section of the Group website
(www.fiatspa.com), is divided into four sections: the first contains a description of the governance structure; the second gives information
on the ownership structure; the third provides an analysis of implementation of specific recommendations of the Corporate Governance
Code and describes the principal characteristics of the system of internal control and risk management, including with reference to financial
reporting and key governance practices; and, the fourth includes tables summarizing Fiat’s ownership and Board structure, a side-by-side
comparison illustrating how Fiat has applied the principles and criteria of the revised Code, as well as the principal corporate governance
related documents. This section provides a summary of aspects relevant to the Report on Operations. The Corporate Governance Code is
available on the website of Borsa Italiana S.p.A. (www.borsaitaliana.it).
Direction and Coordination
Fiat S.p.A. is not subject to the direction and coordination of any other company or entity and has full independence to define its strategic and
operating guidelines. Fiat’s direct and indirect subsidiaries in Italy have, with a few specific exceptions, named Fiat as the entity which, pursuant
to Article 2497-bis of the Civil Code, exercises direction and coordination over them. That activity consists in setting general strategic and
operating guidelines for the Group through definition and updating of the internal control and risk management system, corporate governance
model and corporate structure, establishment of a group-wide Code of Conduct, in addition to definition of policies for the management of
personnel and financial resources, and for the procurement of production materials, and marketing and communications services. Coordination
of the Group also encompasses centralized cash management, corporate and accounting, and internal audit services, including through
specialized companies.
Direction and coordination undertaken at group level enables subsidiaries, which retain full management and operating autonomy, to realize
economies of scale by availing themselves of professional and specialized services with improving levels of quality and to concentrate their
resources on management of their core business.
Corporate Governance Report on Operations