Chrysler 2015 Annual Report Download - page 91

2015 | ANNUAL REPORT 91
The Compensation Committee
The Compensation Committee is responsible for, among other things, assisting and advising the Board of Directors
in: (i) determining executive compensation consistent with the Company’s remuneration policy, (ii) reviewing and
approving the remuneration structure for the executive Directors, (iii) administering equity incentive plans and deferred
compensation benefit plans, and (iv) discussing with management the Company’s policies and practices related to
compensation and issuing recommendations thereon.
The Compensation Committee currently consists of Mr. Wolf (Chairman), Ms. Mars and Mr. Zegna. The
Compensation Committee is elected by the Board of Directors and is comprised of at least three non-executive
directors. Unless decided otherwise by the Compensation Committee, the Head of Human Resources of the
Company attends its meetings.
During 2015 the Compensation Committee met twice with 100 percent attendance of Directors at such meetings.
The Governance and Sustainability Committee
The Governance and Sustainability Committee is responsible for, among other things, assisting and advising the
Board of Directors with: (i) the identification of the criteria, professional and personal qualifications for candidates
to serve as Directors, (ii) periodical assessment of the size and composition of the Board of Directors, (iii) periodical
assessment of the performance of individual Directors and reporting on this to the Board of Directors, (iv) proposals
for appointment of executive and non-executive Directors, (v) supervision of the selection criteria and appointment
procedure for senior management, (vi) monitoring and evaluating reports on the Group’s sustainable development
policies and practices, management standards, strategy, performance and governance globally, and (vii) reviewing,
assessing and making recommendations as to strategic guidelines for sustainability-related issues, and reviewing the
annual Sustainability Report.
The Governance and Sustainability Committee currently consists of Mr. Elkann (Chairman), Ms. Wheatcroft and Ms.
Simmons. The Governance and Sustainability Committee is elected by the Board of Directors and is comprised of at
least three Directors. No more than two members may be non-independent, and at most one of the members may be
an executive Director.
In addition, as described above, the charters of the Audit Committee, Compensation Committee and Governance and
Sustainability Committee set forth independence requirements for their members for purposes of the Dutch Corporate
Governance Code. Audit Committee members are also required to qualify as independent for purposes of NYSE rules
and Rule 10A-3 of the Exchange Act.
During 2015 two meetings of the Governance and Sustainability Committee were held, with 100% attendance of
Directors at such meetings.
Amount and Composition of the remuneration of the Board of Directors
Details of the remuneration of the Board of Directors and its committees are set forth under the Section Remuneration
of Directors.
Indemnification of Directors
The Company shall indemnify any and all of its Directors, officers, former Directors, former officers and any person
who may have served at its request as a Director or officer of another company in which it owns shares or of which
it is a creditor, against any and all expenses actually and necessarily incurred by any of them in connection with the
defense of any action, suit or proceeding in which they, or any of them, are made parties, or a party, by reason of
being or having been Director or officer of the Company, or of such other company, except in relation to matters as to
which any such person shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful
misconduct in the performance of duty. Such indemnification shall not be deemed exclusive of any other rights to
which those indemnified may be entitled otherwise.