Chrysler 2014 Annual Report Download - page 102

100 2014 | 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 to 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, (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.
The Audit Committee currently consists of Mr. Glenn Earle (Chairman), Mr. Thompson and Ms. Wheatcroft. 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 annual report on Form 20-F. 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.
Since October 12, 2014 - after the effectiveness of the merger transaction - to the year-end the Audit Committee met
twice and attendance of Directors at those meetings was 100%.