Chrysler 2013 Annual Report Download - page 354

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Auditors’ Reports and
Motions for AGM
B.2 Role of the Compensation Committee
On the basis of this Charter, as amended on February 22, 2012, the Compensation Committee is entrusted with the following duties:
(a) presenting proposals to the Board in relation to compensation policies for directors and executives with strategic responsibilities;
(b) presenting proposals to the Board in relation to individual compensation plans for the Chairman, Chief Executive Officer and other
directors with specific responsibilities, as well as in relation to the establishment of performance targets for their variable compensation
and, on an annual basis, verifying the level of achievement
(c) examining proposals from the Chief Executive Officer concerning compensation and performance evaluations for executives with strategic
responsibilities
(d) periodically evaluating the adequacy, overall coherence and concrete application of compensation policies for directors and, on the basis
of information provided by the Chief Executive Officer, for executives with strategic responsibilities
(e) carrying out the functions of the committee for transactions with related parties, where related to compensation
(f) examining specific issues relating to compensation when requested by the Board and providing recommendations.
With the adoption of the Procedures for Transactions with Related Parties – pursuant to the Related Parties Regulation – the Compensation
Committee was assigned, exclusively with regard to matters related to compensation, responsibility for transactions with related parties.
Accordingly, the Compensation Committee is required to give an opinion on the substantial and procedural fairness of compensation-related
transactions with related parties that are of particular significance, as defined in those procedures.
B.3 Activities carried out by the Compensation Committee in relation to the Compensation Policy
As anticipated under Paragraph (A) above, the guidelines and principles of the Compensation Policy were prepared and approved for the first
time by the Compensation Committee on February 22, 2012.
In the first months of 2012, the Compensation Committee met twice to perform the preliminary activities necessary to submit to the Board of
Directors the proposal of an equity incentive plan (LTI).
During 2012, the Committee was advised by the Company’s management on a benchmark analysis, carried out on a European basis and taking
into particular consideration the forty most traded companies on the Milan Stock Exchange (which compose the so called FTSE-MIB Index),
on the compensation of non- executive directors. On the basis also of this benchmark analysis, and with the aim to align the compensation of
non-Executive Directors holding special offices on the average of the sample examined, the Board of Directors, based on the Compensation
Committee proposal, approved to grant, pursuant to Article 2389 of the Italian Civil Code, a fixed compensation to the Directors who are also
members of the Committees established by the Board (see also paragraph D3). The committee reviewed again the Compensation Policy in
February 2013.
In accordance with the Procedures for Transactions with Related Parties, the Committee held a session on February 27, 2014 to examine
the proposal of variable compensation of the CEO for 2013, proposing also the confirmation of fixed remuneration as determined in 2011.
On February 27 2014 the Compensation Committee reviewed and recommended for approval to the Board of Directors this Compensation
Report.
C. Role of the independent expert (if any)
No independent expert was involved in the drafting of this Compensation Policy.