Chrysler 2013 Annual Report Download - page 357

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In addition, upon proposal of the Compensation Committee, the Board of Directors retains authority to grant bonuses for specific transactions
that are deemed exceptional in terms of strategic importance and effects on the results of the Company and/or the Group as well as to
consider special circumstances in resolving on the variable component of the remuneration. The Compensation Committee and the Board of
Directors evaluate and approve in advance, respectively, any further remuneration elements awarded to Directors for any other special offices
granted thereto within the Boards of Directors of the Company’s subsidiaries.
Payment of short-term variable compensation is subject to the level of achievement of specific Group performance targets established
annually by the Board of Directors, based on the proposal of the Compensation Committee, that are concretely measurable and consistent
with the targets provided for in the Business Plan. The variable component is subject to a maximum established with reference to gross annual
fixed compensation. The Compensation Committee verifies – on a yearly basis – the Group’s performance achievement of the performance
objectives established for the previous year and makes its consequent recommendation to the Board of Directors. On such basis, the Board
of Directors, after consultation with the Board of the Statutory Auditors, resolves on the variable compensation of Executive Directors.
With regard to the weight of fixed and variable components of the compensation package, it should be noted that, on the basis of an
international benchmarking, the individual compensation plan of the CEO is set on the basis of the following indicative criteria:
(a) the fixed component generally represents no more than 25-35% of the targeted Annual Total Direct Compensation;
(b) the annual incentive is determined as a percentage of the fixed salary (inclusive of remuneration received for other offices in other Group
companies) depending on the level of achievement or over achievement of pre-set targets and represents generally not less than 100%
of the fixed component in case of achievement of the targets. In any case, the maximum incentive cannot be 2.5 times greater than the
gross annual fixed component;
(c) the medium/long term, variable, target-based annualized component generally represents at least 60% to 70% of the total variable
component (targeted annual performance bonus and annualized value of LTI awards) of the targeted Annual Total Direct Compensation.
Special retention awards of equity may make the annualized component even greater.
In addition in the past the Company granted to the CEO and certain Executives with Strategic Responsibilities stock options in accordance
with the terms of certain share-based incentive plans approved between 2004 and 2012, which in certain cases allow shares to be purchased
at a predetermined price (stock options) and in other cases provide for the granting of Fiat ordinary shares (stock grants). Details concerning
such plans are available at the Company’s website.
With regard to allowances in the event of resignation or termination as well as health and welfare benefits, including supplementary pension
benefits, please refer to Paragraphs L and M below, respectively.
For information on the LTI Plan approved in 2012, please refer to the Report on such LTI Plan available on the Company’s website,
www.fiatspa.com.
E.2 Statutory Auditors
Members of the Board of Statutory Auditors receive a fixed compensation, as established by shareholders. They are also entitled to
reimbursement for any expenses occurred in relation to exercise of their office.
Motions for AGM