Chrysler 2015 Annual Report Download - page 128

128 2015 | ANNUAL REPORT
Remuneration of Directors
Recoupment of Incentive Compensation (clawback policy)
The Board is dedicated to maintaining and enhancing a culture focused on integrity and accountability. The
Company’s EIP defines the terms and conditions for any subsequent long term incentive program. The Recoupment
Policy in the EIP provisions for the Company to recover, or “clawback,” incentive compensation with the ability to
retroactively make adjustments if any cash or equity incentive award is predicated upon achieving financial results and
the financial results were subject to an accounting restatement.
Insider Trading Policy
The Company maintains a strict insider trading policy applicable to all Directors, employees, members of the
households and immediate family members (including spouse and children) of persons listed and other unrelated
persons, if they are supported by the persons listed. The policy provides that the aforementioned individuals may
not buy, sell or engage in other transactions in the Company’s stock while in possession of material non-public
information; buy or sell securities of other companies while in possession of material non-public information about
those companies they become aware of as a result of business dealings between the Company and those companies;
disclose material non-public information to any unauthorized persons outside of the Company; or engage in hedging
transactions through the use of certain derivatives, such as put and call options involving the Company’s securities.
The policy also restricts trading to defined window periods which follow the Company’s quarterly earnings releases.
Prohibition on Short Sales (anti-hedging)
To ensure alignment with shareholders’ interest and to further strengthen our compensation risk management policies
and practice, the Company’s insider trading policy prohibits all individuals for which the policy applies, from taking
a short position on a financial instrument, making an additional sales activity and disclosing misleading negative
information on the financial instrument in order to reduce its price.
Remuneration for Non-Executive Directors
Remuneration of Non-Executive Directors is set forth in the Remuneration Policy, which is approved by the Company’s
Shareholders and periodically reviewed by the Compensation Committee. The current remuneration for the Non-
Executive Directors is shown in the table below.
Non-Executive Director Compensation Total in U.S.$
Annual Cash Retainer 200,000
Additional retainer for Audit Committee member 10,000
Additional retainer for Audit Committee Chair 20,000
Additional retainer for Compensation/Governance Committee member 5,000
Additional retainer for Compensation/Governance Committee Chair 15,000
Additional retainer for Lead Independent Director 20,000
Additional retainer for Chairman of other Board committees 25,000
An automobile perquisite of one assigned company-furnished vehicle, rotated semi-annually, subject to taxes related
to imputed income/employee price on purchase or lease of Company vehicles.
Non-Executive Directors elect whether their annual retainer fee will be made half in cash and common shares of FCA,
or 100 percent in common shares of FCA, whereas, the committee membership and committee chair fee payments
will be made all in cash (providing a board fee structure common to other large multinational companies to help attract
a multinational board membership). Remuneration of Non-Executive Directors is fixed and not dependent on FCA’s
financial results. Non-Executive Directors are not eligible for variable compensation and do not participate in any
incentive plans.