Chrysler 2013 Annual Report Download - page 356

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Auditors’ Reports and
Motions for AGM
Since the shareholders meeting held on April 4, 2012, the fixed compensation of non-Executive Directors not holding particular offices has
been determined in euro 50,000.
As mentioned above, in 2012 the Board of Directors, pursuant to Article 2389 third paragraph of the Italian Civil Code, resolved to grant to
the non-Executive Directors who are also members of the Committees established by the Board the following annual fixed compensation:
- Chair of the Internal Control and Risk Committee: euro 30,000
- Members of Internal Control and Risk Committee: euro 20,000
- Chair of the other Committees: euro 20,000
- Members of the other Committees: euro 15,000.
With reference to the said resolution of the Board of Directors, the Compensation Committee conducted the preliminary advisory activities
mentioned in paragraph B3 above.
In addition, non-Executive Directors are also refunded for expenses incurred in for the exercise of their office.
In accordance with EU Recommendations and article 6 of the Corporate Governance Code, non-Executive Directors are not eligible for any
form of compensation tied to the achievement of financial targets or participation in any share-based compensation scheme of the Company.
As per Group policy, which reflected the common practice of the Italian market, the non-Executive Directors are not granted with any variable
compensation.
With reference to Executive Directors, in addition to the compensation set by shareholders, they are granted individual compensation plans. In
particular, at the time of their appointment or thereafter, the Compensation Committee proposes to the Board of Directors the remuneration
package for Executive Directors or for directors holding special offices. On the basis of the above, the Board of Directors establishes – pursuant
to article 2389, third paragraph, of the Italian Civil Code upon proposal of the Compensation Committee and following consultation with
the Board of Statutory Auditors – fixed compensation for the Chairman and the CEO, and, in the case of Directors holding special offices in
subsidiaries, approves the proposal to be submitted to the board of directors of the relevant subsidiary.
The model of delegation adopted by the Board, contemplates broad operating powers to the Chairman and the Chief Executive Officer by
which they are authorized, separately and individually, to perform all ordinary and extraordinary acts that are consistent with the Company’s
purpose and not reserved by law for, or otherwise delegated or assumed by, the Board of Directors itself. In practice, the Chairman has the
role of coordination and strategic direction for the activities of the Board of Directors, while the Chief Executive Officer is responsible for the
operational management of the Group.
Consistent with the above, the individual compensation plan applicable to the Chairman does not contemplate a variable compensation, while
the CEO is also granted with variable compensation, which can be both monetary and equity based.
As a general principle, the remuneration package of the CEO consists, inter alia, of the following elements: (i) a gross annual fixed component;
(ii) an annual variable cash component that is based on the achievement of pre-set business objectives; (iii) a medium-long term, variable
equity component.
With regard to Directors holding special offices (such as Mr. Montezemolo, Chairman of Ferrari S.p.A.) the individual compensation plan
contemplates (i) a gross annual fixed component; (ii) an annual variable cash component that is based on the achievement of pre-set business
objectives.