Chrysler 2013 Annual Report Download - page 351

350 Motions for AGM
a) Compensation Policy pursuant to Article 123-ter of Legislative Decree 58/98
Shareholders,
Pursuant to Article 123-ter of Legislative Decree 58/98, you are hereby asked to give your non-binding vote on the compensation policy
adopted by the Company for members of the Board of Directors and executives with strategic responsibilities, in addition to the procedures
for adoption and implementation.
Following are the Definitions and Section I of the Compensation Report – prepared in accordance with Annex 3A, Forms 7-bis and 7-ter,
Consob Regulation 11971 of 14 May 1999 – that was published in accordance with legal requirements and is available on the corporate
website www.fiatspa.com.
“Definitions
Annual Total Direct Compensation
means the sum of: (i) the gross annual fixed component of the compensation, (ii) the annual variable component that
is based on the achievement of given target objectives, (iii) the annualized value of the medium-long term element of
the variable component that is based on the achievement of medium-long term target-based objectives and/or long
term commitment to the Company, including the granting of shares occurred during the year upon satisfaction of the
vesting conditions of an equity incentive plan
Board of Directors means the board of directors of the Company
Board of Statutory Auditors means the board of statutory auditors of the Company
CEO means the Chief Executive Officer of the Company, namely Mr. Sergio Marchionne
Chief Human Resources Officer means the Chief Human Resources Officer of the Group
Company means Fiat S.p.A.
Compensation Committee means the Compensation Committee, entirely composed of independent directors, namely, as of the date of this
Compensation Report: Mr. René Carron (as Chairman), Mr. Gian Maria Gros-Pietro and Ms. Patience Wheatcroft
Compensation Policy means the compensation policy described in Section 1 of this Compensation Report
Compensation Report means this compensation report prepared in accordance with article 123- ter of the Financial Act and Annex 3A, Forms
7-bis and 7-ter, of the Issuers’ Regulation
Corporate Governance Code means the Corporate Governance Code for Italian Listed Companies issued by Borsa Italiana, to which the Company
adheres
EU Recommendations means the EU Recommendation 2004/913 and EU Recommendation 2009/385
Executive Directors means the directors granted by the Board of Directors with a special office and duties and namely Mr. John Elkann
and Mr. Sergio Marchionne
Executives with Strategic
Responsibilities means the members of the Group Executive Council and other key corporate executives reporting to the CEO
Financial Act means the Legislative Decree no. 58 of February 24, 1998
Group means the Company together with its subsidiaries
2) Compensation and Own Shares