- 1. What is Fiat Industrial Group's corporate governance structure?
Fiat Industrial has adopted a system of management and control based on a Board of Directors and a Board of Statutory Auditors. Under this structure, the Board of Directors – which is responsible for management and verification, both directly and through committees attributed specific propositive and advisory functions, of the existence of the necessary controls for monitoring the Company's performance – is supported by a body, external to the Board of Directors, which is attributed independent responsibilities and powers and whose members meet the requirements of professionalism, integrity, and independence established by law and the Company's By-laws.
- 2. What is the Board of Directors' role and term of office?
The Board of Directors is vested with the fullest ordinary and extraordinary powers: it provides guidelines for management of the business, delegates and revokes powers, reviews and approves strategic, industrial and financial plans and transactions having a material impact on the company's earnings and financial position. It also ensures that the Group’s decisions are carried out with the maximum transparency and correctness and in accordance with the principles governing potential conflicts of interest. The members of the Board of Directors were appointed for a one-year term that expires on the date of the General Meeting called to approve the 2011 financial statement and may be re-elected.
- 3. Who is on the Board of Directors? How many members does it have?
Pursuant to the By-laws, the Board of Directors may have from nine to fifteen members. At the Annual General Meeting held on 6 December 2010, Shareholders elected 9 Board members whose term of office expires on the date of the General Meeting held to approve the 2011 financial statements.
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- 4. What is the role and term of office of the Board of Statutory Auditors?
The Board of Statutory Auditors is responsible for supervision of compliance with law and the By-laws, respect of the principles of proper management and, in particular, the adequacy of the internal control system and the organizational, administrative, and accounting structure of the Company and its effective functioning, in addition to supervision of procedures for concrete implementation of the rules of corporate governance which the company adheres to. It is also responsible for making a recommendation to Shareholders in relation to appointment of the independent auditors. The Statutory Auditors are appointed for a term of three years and may be re-elected. Each member of the Board of Statutory Auditors must satisfy the requirements of integrity and independence required by law. In accordance with the By-laws (Article 17), all statutory auditors must be entered in the Register of Auditors and have at least three years’ experience as an auditor. Pursuant to Article 17 of the By-laws, minority shareholders representing a minimum equity interest (as published by Consob) have the right to appoint one statutory auditor. The statutory auditor elected by the minority of shareholders serves as Chairman of the Board of Statutory Auditors. The Board of Statutory Auditors' current term of office expires on the date of the General Meeting called to approve the 2012 financial statements.
- 5. Does Fiat Industrial Group have a Code of Conduct?
Yes. The Code of Conduct forms part of the Internal Control System and sets out the principles of business ethics to which the Group adheres and with which directors, statutory auditors, employees, consultants and partners are required to comply. The Code of Conduct is provided to all employees. Collaborators and partners are also informed of the Code adopted by the Group through direct notification or during contractual negotiations, through the inclusion of specific clauses making reference to the principles contained therein.
- 6. Who are the independent auditors for Fiat Industrial Group?
The Group's independent auditors are currently Reconta Ernst & Young S.p.A.
- 7. How are meetings of the Board of Directors called?
Meetings of the Board of Directors, called by the Chairman, are convened at least once each quarter and at any other time the Chairman deems appropriate or when requested by three or more Directors or a Director to whom powers have been delegated.
A meeting of the Board of Directors can also be called, after first notifying the Chairman, by one or more of the Statutory Auditors. Meetings are called through written notice, accompanied by all materials pertinent to the discussion, to be sent at least five days prior to the date of the meeting, except in cases of urgency.
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