Chrysler 2014 Annual Report Download - page 136

134 2014 | ANNUAL REPORT
Remuneration of Directors
Remuneration of Directors
Introduction
This Remuneration Report (the “Report”) describes the Company’s remuneration policy applicable to the Executive
Directors (the “Policy”) and the remuneration paid to the members of the Company’s Board of Directors in 2014 (both
Executive and non-Executive Directors). Information is also provided on the remuneration paid to the members of Fiat
S.p.A.’s Board of Directors in 2014.
Prior to the completion of the Merger, Fiat, as FCA’s sole shareholder, adopted the Policy, which will remain effective
until a new remuneration policy is approved by FCA’s first general shareholders’ meeting following completion of the
Merger. The form and amount of the compensation to be paid to each of FCA’s directors is determined by the FCA
Board of Directors in accordance with the remuneration policy.
Remuneration Policy for Executive Directors
The Board of Directors determines the compensation for our executive directors at the recommendation of the
Compensation Committee and with reference to the remuneration policy. The remuneration policy is approved by
shareholders and is published on our corporate website www.fcagroup.com.
The objective of the remuneration policy is to provide a compensation structure that allows FCA to attract and retain
the most highly qualified executive talent and by motivating such executives to achieve business and financial goals
that create value for shareholders in a manner consistent with our core business and leadership values.
The Policy is based on the remuneration policies adopted in the past by the Company (and its predecessors) as
aligned with Dutch law and the Dutch Corporate Governance Code.
Features of the remuneration for executive directors
FCA’s compensation policy aims to provide total compensation that:
Attracts, retains and motivates qualified executives;
Is competitive against the comparable market;
Reinforces our performance driven culture and meritocracy; and
Is aligned to shareholders interests.
The remuneration structure for executive directors provides a fixed component as well as short and long-term variable
performance based components. FCA believes that the remuneration structure promotes the interests of FCA in
the short and the long-term and is designed to encourage the executive directors to act in the best interests of the
Company and not in their own interests. In determining the level and structure of the compensation of the executive
directors, the non-executive directors will take into account, among other things, the financial and operational results
as well as other business objectives of FCA.
In general, the fixed remuneration component of executive directors compensation is intended to adequately
compensate individuals for services performed even if the variable compensation components are not received as
a result of the performance targets set by the Board of Directors not being met. This is considered fundamental in
discouraging behavior that is aimed solely at achieving short-term results and actions inconsistent with the target level
of risk established by the Group.
Executive directors are also eligible to receive variable compensation, either immediate or deferred, subject to the
achievement of pre-established challenging economic and financial performance targets.