Chrysler 2013 Annual Report Download - page 109

108 Report on Operations
Essential components of the Internal Control System are the Code of Conduct, adopted in 2002 to replace the Code of Ethics and subsequently
revised in 2010, and the Compliance Program, adopted by the Board of Directors in implementation of regulations on the ‘Liability of Legal
Persons’ pursuant to Legislative Decree 231/2001, as amended. The Code of Conduct sets out the ethics principles to which the Company
adheres and which directors, statutory auditors, employees, consultants and partners are required to observe.
On 20 February 2013, the Board was presented Fiat S.p.A.’s revised Compliance Program and Guidelines for Adoption and Revision of
the Compliance Program by Group companies in Italy, which incorporate new categories of offenses introduced in Italian legislation. With
these amendments, new criminal offenses were included and the relevant sensitive processes were identified. Legislative Decree 109/2012
introduced as Article 25-duodecies of Legislative Decree 231/2001 the offense of “Employment of foreign nationals residing illegally in
Italy” (Article 22 (12-bis) of Legislative Decree 286/1998, which addresses immigration and legal status of foreign nationals). Law 190/2012
introduced the offense of being induced to give a bribe as Article 25 (3) and the offense of bribery between private individuals as Article 25-ter (1)
(S-bis) with direct reference to Article 2635 (3) of the Civil Code which establishes penalties for giving or promising financial or other advantage
to directors, managers, statutory auditors or employees of a company. Additionally, the Guidelines were revised in July 2013 to reflect additional
requirements placed on the Compliance Program Supervisory Body consistent with the strengthening of the Group’s corporate governance
system.
The Compliance Program Supervisory Body is composed of the head of Internal Audit & Compliance, the General Counsel (head of the Legal
Department), and an external advisor. It has its own Internal Policies and Procedures and operates on the basis of a specific supervisory
program. It meets at least once per quarter and reports to the Board of Directors (including through the Internal Control and Risk Committee)
and the Board of Statutory Auditors.
In application of the Compliance Program, the Code of Conduct, and the provisions of the Sarbanes-Oxley Act (to which the Company was
subject while listed on the NYSE) on whistleblowing, the Whistleblowing Procedures were adopted on 1 January 2005, for the management
of reports and claims filed by persons inside and outside the Company in relation to suspected or presumed violations of the code of conduct,
fraud involving company assets or financial reporting, oppressive behavior towards employees or third parties, reports or claims regarding
accounting, internal accounting controls and independent audits.
The Procedures for the Engagement of Independent Auditors regulate the engagement of audit firms and other related parties, by Fiat
S.p.A. and its subsidiaries, in order to ensure the independence of firms engaged to audit the financial statements. Related parties of an audit
firm are considered to be entities belonging to the same network, as well as equity partners, shareholders, directors, members of management
and supervisory bodies and employees of the audit firm.
With reference to the “Conditions for the listing of shares of companies having control over companies incorporated and regulated under the
laws of a non-EU member State”, pursuant to Articles 36 and 39 of the Market Rules, the accounting systems in place at the Company and
its subsidiaries, as discussed in the Annual Report on Corporate Governance, enable public disclosure of certain accounting information
prepared by companies included in the scope of application of the Regulation and used in preparation of the consolidated financial statements
and are adequate for the regular provision to management and the Parent Company’s auditors of information necessary for preparation of
the consolidated financial statements. In addition, there is an effective flow of information to the Parent Company’s auditors, including regular
information on the composition of corporate bodies within all subsidiary companies and the position held by each member. The Company is
also responsible for systematically maintaining and updating centralized records of formal documents related to the by-laws and delegation of
powers to members of the corporate bodies.
Corporate Governance