Chrysler 2013 Annual Report Download - page 348

347
Auditors’ Reports and
Motions for AGM
we have reviewed and obtained information on the organizational and procedural measures implemented pursuant to and for the effects
of Legislative Decree 231/2001, as amended, and on the liability of legal persons for the offenses addressed therein. No significant issues
requiring mention arose from the reports of the Compliance Program Supervisory Body on activities carried out during 2013 or meetings
conducted between that body and the Board of Statutory Auditors
no significant issues arose during meetings held with the Independent Auditors pursuant to Article 150 of Legislative Decree 58/1998
the report of the Independent Auditors Reconta Ernst & Young S.p.A, issued on 4 March 2014, contains no qualifications or emphasis
paragraphs
in compliance with Article 149 (1)(c-bis) of Legislative Decree 58/1998, we acknowledge the affirmation of the Directors in the Annual Report
on Corporate Governance, as confirmed by the Board resolution of 22 February 2012, that:
“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.” The above is discussed in detail in the Annual Report on Corporate Governance
(February 2014) prepared by the Board of Directors, which is available for your review.
During the year, the Board of Statutory Auditors actively followed the activities carried out by Reconta Ernst & Young S.p.A. in relation to
monitoring the Group’s liquidity.
The Board of Statutory Auditors focused on the most significant aspects of the Fiat-Chrysler agreements, including reviewing the Master
Transaction Agreement with the support of Fiat’s legal department. In particular, the Board of Statutory Auditors was briefed on the procedures,
terms and conditions for exercise of the various call options contained within those agreements.
During the year, the Board of Statutory Auditors received several complaints from shareholder Marco Bava, which he asserts are within the
scope of “Article 2408 of the Civil Code”.
In particular:
during the Annual General Meeting on 9 April 2013, generic reference was made to an alleged mis-presentation of Net Financial Position
in Fiat Group’s 2012 consolidated financial statements. Irrespective of whether such complaint was within its remit, the Board of Statutory
Auditors examined the facts and found no censurable acts, pursuant to Article 2408 of the Civil Code, or legal or regulatory violations.
the exclusion (removal) of Mr. Bava from events organized by subsidiary companies which were by invitation only (29 October 2012:
inauguration of new offices and museum for the newspaper La Stampa).
In relation to that complaint, the Statutory Auditors responded in their report to shareholders at the General Meeting called for approval of
the 2012 financial statements that, irrespective of whether that complaint was within its remit, they found no existence of censurable acts
(Article 2408 of the Civil Code) or legal or regulatory violations.
In conclusion, we note that during the year, the Company verified the effective independence of the independent directors, and we confirm that
the principles and procedures for verification were fairly applied in accordance with Article 3.c.5 of the Corporate Governance Code. We also
confirmed our own continued independence as required under Article 8.c.1 of the Corporate Governance Code.
Based on the audits we performed in the areas under our responsibility, pursuant to Article 149 of Legislative Decree 58/1998, and in
consideration of the information received from the Independent Auditors, we have verified that the statutory financial statements for the year
ended 31 December 2013, which report a loss of €226,697,618, have been prepared and are presented in accordance with the applicable
provisions of law.
In particular, we verified that none of the exemptions permitted under Article 2423 (4) of the Civil Code were exercised.