Chrysler 2015 Annual Report Download - page 90

90 2015 | ANNUAL REPORT
Corporate Governance
Board Regulations
On October 29, 2014 the Board of Directors adopted its regulations. Such regulations deal with matters that concern
the Board of Directors and its committees internally.
The regulations contain provisions concerning the manner in which meetings of the Board of Directors are called
and held, including the decision-making process. The regulations provide that meetings may be held by telephone
conference or video-conference, provided that all participating Directors can follow the proceedings and participate in
real time discussion of the items on the agenda.
The Board of Directors can only adopt valid resolutions when the majority of the Directors in office shall be present at
the meeting or be represented thereat.
A Director may only be represented by another Director authorized in writing.
A Director may not act as a proxy for more than one other Director.
All resolutions shall be adopted by the favorable vote of the majority of the Directors present or represented at the
meeting, provided that the regulations may contain specific provisions in this respect. Each Director shall have one vote.
The Board of Directors shall be authorized to adopt resolutions without convening a meeting if all Directors shall have
expressed their opinions in writing, unless one or more Directors shall object in writing against the resolution being
adopted in this way prior to the adoption of the resolution.
The regulations are available on the Company’s website.
The Audit Committee
The Audit Committee is responsible for assisting and advising the Board of Directors’ oversight of: (i) the integrity of
the Company’s financial statements, including any published interim reports (ii) the Company’s policy on tax planning,
(iii) the Company’s financing, (iv) the Company’s applications of information and communication technology, (v)
the systems of internal controls that management and the Board of Directors have established, (vi) the Company’s
compliance with legal and regulatory requirements, (vii) the Company’s compliance with recommendations and
observations of internal and independent auditors, (viii) the Company’s policies and procedures for addressing certain
actual or perceived conflicts of interest, (ix) the independent auditors’ qualifications, independence, remuneration
and any non-audit services for the Company, (x) the performance of the Company’s internal auditors and of the
independent auditors, (xi) risk management guidelines and policies, and (xii) the implementation and effectiveness of
the Company’s ethics and compliance program.
As of the date of March 23, 2015, the Board of Directors appointed Mrs. Valerie Mars as additional member of
the Audit Committee. Currently, the Audit Committee consists of Mr. Glenn Earle (Chairman), Mr. Thompson, Ms.
Wheatcroft and Ms. Mars. The Audit Committee is elected by the Board of Directors and is comprised of at least
three non-executive Directors. Audit Committee members are also required (i) not to have any material relationship
with the Company or to serve as auditors or accountants for the Company, (ii) to be “independent”, for purposes of
NYSE rules, Rule 10A-3 of the Exchange Act and the Dutch Corporate Governance Code, and (iii) to be “financially
literate” and have “accounting or selected financial management expertise” (as determined by the Board of Directors).
At least one member of the Audit Committee shall be a “financial expert” as defined by the Sarbanes-Oxley Act and
the rules of the U.S. Securities and Exchange Commission and best practice provision III.5.7 of the Dutch Corporate
Governance Code. No Audit Committee member may serve on more than four audit committees for other public
companies, absent a waiver from the Board of Directors, which must be disclosed in the Company’s annual report.
Unless decided otherwise by the Audit Committee, the independent auditors of the Company attend its meetings
while the Chief Executive Officer and Chief Financial Officer are free to attend the meetings.
During 2015 ten meetings of the Audit Committee were held. The average attendance of Directors at those meetings
was 96 percent.