Chrysler 2013 Annual Report Download - page 353

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The table below summarizes the main roles and responsibilities for setting and governing compensation for participants covered under the
Company’s Compensation Policy:
Participants covered
Who proposes /
recommends Who advises Who approves
Shareholders’ advisory
voting rights
(“Say on Pay”)
Non - Executive Directors Compensation Committee Chief Human Resources Officer Shareholders Not applicable
Executive Directors Compensation Committee Chief Human Resources Officer
Directors, absent the Executive
Directors Yes
Executives with Strategic
Responsibilities
Chief Human
Resources Officer
Compensation Committee
Internal and external Executive
Compensation experts CEO Yes
B. Role of the Compensation Committee
B.1 Composition of the Compensation Committee
In 1999, the Board of Directors established the Nominating and Compensation Committee. The roles and requirements of such committee
are constantly updated to reflect current best practice in corporate governance. On 24 July 2007, as part of the continuous review of the
system of corporate governance and to better align itself with best international practice as well as the recommendations of the Corporate
Governance Code, the Board passed a resolution to split the Nominating and Compensation Committee into the Compensation Committee
and the Nominating and Corporate Governance Committee. In implementation of the most recent recommendations of the Corporate
Governance Code, on 22 February 2012 the Board of Directors approved a revised charter of the Compensation Committee, which better
details its activities.
The Chief Human Resources Officer attends the Compensation Committee’s meetings; the chairman may invite other individuals to attend
the meetings whenever their presence may help the Compensation Committee to perform its functions. The Compensation Committee may
rely on the support of external advisors at the Company’s expense.
As of the date of this Compensation Policy, the members of the Compensation Committee are: Mr. René Carron (as Chairman), Mr. Gian Maria
Gros-Pietro and Ms. Patience Wheatcroft, all Non-Executive Directors and independent pursuant to article 148 of the Financial Act and article
3 of the Corporate Governance Code. All the members of the Compensation Committee have an adequate knowledge and experience in
compensation and financial matters.
The Charter of the Compensation Committee is available on the Company’s website: www.fiatspa.com.
Motions for AGM