Chrysler 2013 Annual Report Download - page 346

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Auditors’ Reports and
Motions for AGM
Shareholders,
Article 153 of Legislative Decree 58/1998 requires that the Board of Statutory Auditors report to shareholders on its activities at the General
Meeting called for approval of the statutory financial statements, indicating any omissions or improper transactions that have come to its
attention, and grants it the authority to submit proposals to shareholders relating to the financial statements, their approval and other matters
for which it has responsibility.
This Report fulfills those requirements and the provisions of Article 2429 (2) of the Civil Code and is based on the activities carried out during
the year in fulfillment of our responsibilities under Article 149 of Legislative Decree 58/1998.
We attended meetings of the Board of Directors at which we were informed on activities and transactions approved by the Board and carried
out by the Company and/or its subsidiaries that had a significant impact on the financial statements.
On the basis of the information received, we ascertained that those transactions complied with the applicable provisions of law and the By-laws,
were not in conflict with any resolutions adopted by shareholders and were consistent with management best practice.
The organizational structure appears to us to be adequate in relation to the size of the Company and we had extensive access to information,
including meetings with heads of various central functions and representatives of the Independent Auditors, enabling us to confirm the
application of management best practice.
A group-wide internal control system, which is subject to constant revision, is in place both for Fiat S.p.A. and subsidiaries.
We evaluated and monitored the adequacy of the internal control system and the administrative and accounting system, as well as the reliability
of the latter in providing a fair presentation of operations, through: i) examination of the Compliance Officer’s reports on the Internal Control
System; ii) an examination of the reports from Internal Audit, in addition to information on its monitoring of the implementation of corrective
measures resulting from the audit activities; iii) information from the heads of the respective functions; iv) an examination of corporate documents
and results of the audit work carried out by the Independent Auditors; v) interaction with management and the statutory and independent
auditors of the principal and most significant subsidiaries, pursuant to Article 151 (1) & (2) of Legislative Decree 58/1998; vi) participation in
the activities of the Internal Control and Risk Committee, a Board Committee composed of three independent directors. Participation in those
activities also enabled the Statutory Auditors to coordinate with the Committee in relation to their role as committee for Internal Control and
Audit, pursuant to Article 19 of Legislative Decree 39/2010, entailing, in particular, oversight of:
the financial reporting process
the effectiveness of the systems of internal control, internal audit and risk management
the independent audits of the annual statutory and consolidated financial statements
Report of the Board of Statutory Auditors
to Shareholders