Chrysler 2013 Annual Report Download - page 108

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Report on
Operations
Board Committees
The Board of Directors has established the following committees: the Internal Control Committee – whose role was redefined in February 2012
and was renamed the Internal Control and Risk Committee; the Nominating and Corporate Governance Committee – whose role includes
selecting and proposing candidates for the Board and which, during 2009 was also assigned responsibility for sustainability-related issues and
subsequently renamed the Nominating, Corporate Governance and Sustainability Committee; and, the Compensation Committee – whose
role was redefined on 22 February 2012 in accordance with the provisions of the new Corporate Governance Code.
Internal Control System
In 2012, the Board approved the “Guidelines for the Internal Control and Risk Management System”, which constituted a revision of the
procedures established in 1999 and 2003, including adoption of changes introduced by the Corporate Governance Code in 2011.
The Internal Control and Risk Management System, based on the model provided by the COSO Report and the principles of the Corporate
Governance Code, consists of a set of policies, procedures and organizational structures aimed at identifying, measuring, managing and
monitoring the principal risks to which the Company is exposed. The system is integrated within the organizational and corporate governance
framework adopted by the Company, and contributes to the protection of corporate assets, as well as ensuring the efficiency and effectiveness
of business processes, reliability of financial information and compliance with laws and regulations, as well as the By-laws and internal
procedures.
The system, which has been developed on the basis of international best practice, consists of the following 3 levels of control:
Level 1: operating areas, which identify and assess risk and establish specific actions for management of that risk
Level 2: departments responsible for risk control, which define methodologies and instruments for managing risk and monitor that risk
Level 3: internal audit, which conducts independent evaluations of the System in its entirety. The head of Internal Audit is also assigned the
role of Compliance Officer pursuant to Article 150 of Legislative Decree 58/1998
The Guidelines for the System of Risk Management and Internal Control provide a detailed description of the duties and responsibilities of the
principal individuals and entities involved and set out the procedures for their coordination in order to ensure the effectiveness and efficiency of
the system and reduce potential duplication of activities.
The Company has developed a system of internal control and risk management in relation to financial reporting based on the model provided
by the COSO Framework aimed at ensuring the reliability, accuracy, completeness and timeliness of the information reported. The periodic
evaluation of the system of internal control over financial reporting is designed to ensure the overall effectiveness of the components of the
COSO Framework model (control environment, risk assessment, control activities, information and communication, monitoring) in achieving
those objectives. As mentioned previously, the principal characteristics of the system of internal control and risk management in relation to
financial reporting are provided in the Annual Report on Corporate Governance.
Fiat has administrative and accounting procedures in place that ensure a high degree of reliability in the system of internal control over financial
reporting.
Documents and financial information regarding the Company are made public, including via the internet, in accordance with the provisions of the
procedures for the internal management and public disclosure of confidential information adopted by the Board of Directors in 2006 and 2007.