Chrysler 2014 Annual Report Download - page 97

2014 | ANNUAL REPORT 95
Corporate Governance
Corporate Governance
Introduction
Fiat Chrysler Automobiles N.V. (the “Company”) is a public company with limited liability, incorporated and organized
under the laws of the Netherlands, which results from the cross-border merger of Fiat S.p.A. with and into Fiat
Investments N.V., renamed Fiat Chrysler Automobiles N.V. upon effectiveness of the merger on October 12, 2014
(the “Merger”). The Company qualifies as a foreign private issuer under the New York Stock Exchange (“NYSE”) listing
standards and its common shares are listed on the NYSE and on the Mercato Telematico Azionario managed by
Borsa Italiana S.p.A. (“MTA”).
In accordance with the NYSE Listed Company Manual, the Company is permitted to follow home country practice
with regard to certain corporate governance standards. The Company has adopted, except as discussed below, the
best practice provisions of the Dutch corporate governance code issued by the Dutch Corporate Governance Code
Committee, which entered into force on January 1, 2009 (the “Dutch Corporate Governance Code”) and contains
principles and best practice provisions that regulate relations between the board of directors of a company and its
shareholders.
In this report the Company addresses its overall corporate governance structure. The Company discloses, and intends
to disclose any material departure from the best practice provisions of the Dutch Corporate Governance Code in its
future annual reports.
Board of Directors
Pursuant to the Company’s articles of association (the “Articles of Association”), its board of directors (the “Board
of Directors”) may have three or more directors (the “Directors”). At the general meeting of shareholders held on
August 1, 2014, the number of the Directors upon completion of the merger was set at eleven and the current slate
of Directors was elected. The term of office of the current Board of Directors will expire on April 16, 2015 and the
Company’s general meeting of shareholders will elect a new Board of Directors for a one-year term. Each Director
may be reappointed at any subsequent general meeting of shareholders.
The Board of Directors as a whole is responsible for the strategy of the Company. The Board of Directors is composed
of two executive Directors (i.e., the Chairman and the Chief Executive Officer), having responsibility for the day-to-day
management of the Company, and nine non-executive Directors, who do not have such day-to-day responsibility
within the Company or the Group. Pursuant to Article 17 of the Articles of Association, the general authority to
represent the Company shall be vested in the Board of Directors and the Chief Executive Officer.
On October 13, 2014 the Board of Directors appointed the following internal committees: (i) an Audit Committee, (ii) a
Governance and Sustainability Committee, and (iii) a Compensation Committee.
On certain key industrial matters the Board of Directors is advised by the Group Executive Council (the “GEC”): the
GEC is an operational decision-making body of the Company’s group (the “Group”), which is responsible for reviewing
the operating performance of the businesses, and making decisions on certain operational matters.
Seven Directors qualified as independent (representing a majority) for purposes of NYSE rules, Rule 10A-3 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Dutch Corporate Governance Code.
The Board of Directors has also appointed Mr. Ronald L. Thompson as Senior Non-Executive Director in accordance
with Section III.8.1 of the Code.
Directors are expected to prepare themselves for and to attend all Board of Directors meetings, the annual general
meeting of shareholders and the meetings of the committees on which they serve, with the understanding that, on
occasion, a Director may be unable to attend a meeting.
Since October 12, 2014 - after the effectiveness of the merger transaction - to the year-end there were two meetings
of the Board of Directors. The average attendance at those meetings was 95.45%.