Chrysler 2013 Annual Report Download - page 107

106 Report on Operations
An adequate number of independent directors is an essential element in protecting the interests of shareholders, particularly minority
shareholders, and third parties. For this reason, considering it to be significantly in the Company’s interests to maintain adequate guarantees
against potential conflicts of interest, in its proposal of 22 February 2012, the Board of Directors recommended that, in relation to re-election of
the Board on 4 April 2012, Shareholders elect a significant number of independent directors. In consideration of the current legal requirement
that at least two directors are independent and the provision of the Corporate Governance Code that at least one-third of the members of
the Board of Directors are independent, Shareholders voted to elect four directors who meet the requirements of independence adopted for
previous elections.
The independence of directors is assessed annually and is based on the absence or non-relevance, during the previous three years, of
economic or shareholding relationships or other relationships, whether direct, indirect or on behalf of third parties, with the Company, its
executive directors and executives with strategic responsibilities, its controlling companies or subsidiaries, or any other party related to
the Company. The criteria also exclude directors as being considered independent if they were partners or directors of major competitors,
rating agencies or audit firms engaged by the Company or Group companies in the previous three years, or are executive directors at other
companies where the Company’s directors are non-executive directors. The results of those assessments are published in the Annual Report
on Corporate Governance.
The Board of Directors verified that Joyce Victoria Bigio, René Carron, Gian Maria Gros-Pietro and Patience Wheatcroft satisfied the
requirements of independence.
Some directors also hold positions at other listed companies or companies of significant interest. Excluding the positions held by the executive
directors within Fiat Group, the most significant are as follows:
Andrea Agnelli: Chairman of Juventus FC S.p.A., General Partner of Giovanni Agnelli e C. S.a.p.A., Director of EXOR S.p.A. and Member of
the Advisory Board of BlueGem Capital Partners LLP;
Joyce Victoria Bigio: Director of Simmel Difesa S.p.A. and Gentium S.p.A.;
Tiberto Brandolini D’Adda: Chairman of EXOR S.A., General Partner of Giovanni Agnelli e C. S.a.p.A. and Vice Chairman of EXOR S.p.A.;
Luca Cordero di Montezemolo: Chairman of Charme Management S.r.l., Vice Chairman of UniCredit S.p.A., Director of Poltrona Frau S.p.A.,
N.T.V. S.p.A., Tod’s S.p.A., Kering S.A. (previously Pinault Printemps Redoute S.A.), Montezemolo & Partners SGR and Delta Topco Ltd.;
John Elkann: Chairman of Giovanni Agnelli e C. S.a.p.A., Chairman and Chief Executive Officer of EXOR S.p.A., Director of CNH Industrial
N.V., Gruppo Banca Leonardo S.p.A., The Economist Group and News Corporation;
Gian Maria Gros-Pietro: Chairman of ASTM S.p.A., Chairman of the Management Board of Intesa Sanpaolo S.p.A. and Independent Director
of Edison S.p.A. and Caltagirone S.p.A.;
Sergio Marchionne: Chairman of CNH Industrial N.V., CNHI International S.A., Iveco S.p.A., FPT Industrial S.p.A. and SGS S.A., Director of
EXOR S.p.A. and Philip Morris International Inc.;
Patience Wheatcroft: Member of the Advisory Board of Huawei Technologies (UK) and Bell Pottinger LLP, Non-executive Director of
St. James’s Place PLC.
Corporate Governance