Chrysler 2013 Annual Report Download - page 352

351
Auditors’ Reports and
Motions for AGM
Group Executive Council
means the decision-making body which supports the CEO of the Company. The Group Executive Council is responsible
for reviewing the operating performance of the businesses, setting performance targets, making key strategic
and investment decisions for the Group and sharing best practice, including the development and deployment of
managerial resources
Issuers’ Regulation means the CONSOB Regulation no. 11971 of May 14, 1999
LTI
means the LTI Plan based on equity instruments approved by the shareholders’ meeting of the Company on April
4, 2012 and described in the Report to the shareholders issued by the Company pursuant to Article 114-bis of the
Financial Act
Performance and Leadership Bonus Plan means the Group’s annual short term incentive plan that is linked to both the achievement of key financial metrics of
operating performance of the Group and individual performance and leadership contribution
Related Parties Regulation means the CONSOB Regulation no. 17221 of March 10, 2010
Section I
Section 1 of this Compensation Report is aimed to outline and describe: (i) the policy of the Company with respect to the compensation of
members of the Board of Directors, members of the Board of Statutory Auditors and Executives with Strategic Responsibilities and (ii) the
procedures followed in relation to the adoption and implementation of said policy (the “Compensation Policy”).
The Compensation Policy conforms to the recommendations of the Corporate Governance Code. In particular, the Compensation Policy
incorporates the recommendations contained in Article 6 of the Corporate Governance Code relating to compensation for members of the
Board of Directors and Executives with Strategic Responsibilities.
The Compensation Policy also fulfils the requirements of the Procedures for Transactions with Related Parties adopted by the Group on
November 17, 2010.
In accordance with the Corporate Governance Code, article 123-ter of the Financial Act and EU Recommendations, this Compensation
Policy, which illustrates the policies and practices followed by the Company, was prepared for and approved for the first time by the Board
of Directors in February 2012 and then approved by the shareholders’ meeting of the Company. Similarly, the Compensation Policy was
approved again by the Board of Directors in February 2013, and then approved by the shareholders’ meeting on April 9, 2013. On February
27, 2014 the Board of Directors, with the concurring advice of the Compensation Committee, approved this Policy, which will be submitted
for approval to the shareholders’ meeting called to resolve also on the 2013 financial statements.
A. Drafting, approval and implementation of the Compensation Policy
This Compensation Policy, to be submitted to the approval of the shareholders’ meeting called to approve the 2013 financial statements, was
adopted by the Board of Directors on February 27, 2014.
In addition to the Board of Directors, also the following corporate bodies and persons were involved in the drafting and approval of this
Compensation Policy: the Compensation Committee, that on February 22, 2012 prepared and approved the guidelines and principles of this
Compensation Policy to be submitted to the Board of Directors. The Compensation Committee reviewed again the Compensation Policy in
February 2013 and in the meeting held on 27 February, 2014, during which the Compensation Committee was advised by the Chief Human
Resources Officer on how the Compensation Policy had been implemented by the Company in its dealings with the Executive Directors and
the Executives with Strategic Responsibilities.
The corporate bodies and persons responsible for the correct implementation of the Compensation Policy are the Compensation Committee,
that shall monitor the application of the Compensation Policy with regard to Executive Directors and Executives with Strategic Responsibilities,
having being advised by the Chief Human Resources Officer. On a yearly basis the Chief Human Resources Officer that reports to the
Compensation Committee and advises such Committee on the implementation of the Compensation Policy in the previous financial year and
the proposed changes for the upcoming financial year.