What is Fiat Group’s corporate governance structure?
What is the Board of Director’s role and term of office?
Who is on the Board of Directors? How many members does it have?
What is the Board of Statutory Auditors’ role?
Does the Fiat Group have a “Code of Conduct”?
Who are Fiat's external auditors?
When and where is notice of shareholder meetings published?
Who is eligible to attend shareholder meetings and what must be done to participate, either in person or via proxy?
When are the minutes of the Annual General Meeting available?
What is the procedure for calling a meeting of the Board of Directors?
1. What is Fiat Group’s corporate governance structure?
Fiat adopted a system of management and control based on a Board of Directors and a Board of Statutory Auditors. In this structure, the Board of Directors, which is responsible for management and ensures, both as a collegial body and through specially designated consulting and advisory internal committees, that the necessary controls exist to monitor Company performance, is flanked by another body separate from the Board of Directors that is vested with independent jurisdiction and powers and appointed according to the requirements of professionalism, integrity, and independence as prescribed by law and Fiat's By-laws.
2. What is the Board of Director’s role and term of office?
The Board of Directors is vested with broadest powers for the ordinary and extraordinary management of the Company, it delegates and revokes powers, examines and approves strategic, industrial and financial plans and transactions with a material impact on the operating performance, balance sheet and financial position of the Group. It also ensures that the Group’s decisions are carried out with the maximum transparency and correctness and in full accordance with the principles governing potential conflicts of interest. The members of the Board of Directors were appointed for a three-year term that expires on the date of the Stockholders Meeting called to approve the 2008 Annual Report, and they may be re-elected.
3. Who is on the Board of Directors? How many members does it have?
As prescribed in the By-laws, the number of members of the Board of Directors ranges from nine to fifteen. The Stockholders Meeting held on 3 May 2006 set the number of members of the Board of Directors at fifteen. They shall remain in office until the date of the Stockholders Meeting called to approve the 2008 financial statements.
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4. What is the Board of Statutory Auditors’ role?
The Board of Statutory Auditors is vested with the power of supervision of compliance with the 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 actual performance; as well as the supervision of the procedures for concrete implementation of the rules of corporate governance which the company affirms to comply with; it also has the duty of giving a justified opinion to the Stockholders Meeting when the external auditors are designated.
The members of the Board of Statutory Auditors are appointed for a three-year term and may be re-elected. Each member of the Board of Statutory Auditors must satisfy the requirements of integrity and independence prescribed by law. In accordance with the By-laws (Article 17), all the statutory auditors must be entered in the Auditors’ Register and possess at least three years’ experience as chartered accountants. Pursuant to Article 17 of the By-laws, the election of one statutory auditor is reserved to minority stockholders representing a minimum equity interest that is currently equal to 0.5% of the ordinary shares, in accordance with communication published by Consob for the 2007 fiscal year. The statutory auditor chosen by the minority stockholders is the Chairman of the Board of Statutory Auditors.
The term of the Board of Statutory Auditors expires on the date that shareholders in general meeting will approve the 2008 financial statements.
5. Does the Fiat Group have a “Code of Conduct”?
Yes. The Code of Conduct, which replaced in 2002 the Code of Ethics adopted in 1993, is a complement to the Internal Control System. It contains the business ethics principles to which the Company conforms and with which directors, statutory auditors, employees, consultants and partners are required to comply. The Code of Conduct has been adopted by all Group companies in Italy and abroad.
6. Who are Fiat's external auditors?
Fiat Group’s external auditors are currently Deloitte & Touche S.p.A.
7. When and where is notice of shareholder meetings published?
Pursuant to the By-laws, the Stockholders Meeting is convened by means of a notice – to be published 30 days prior to the date set for the Stockholders Meeting as per statutory deadlines – published in the newspapers La Stampa and Il Sole 24 Ore or, if both these newspapers are not published, in the Official Gazette of the Republic of Italy. The notice may provide for a second call and, in the case of Extraordinary Stockholders Meetings only, a third call.
The Annual General Meeting of Stockholders must be convened with 120 days after the end of the fiscal year.
8. Who is eligible to attend shareholder meetings and what must be done to participate, either in person or via proxy?
Holders of voting rights may attend or be represented at meetings after obtaining from the authorised intermediary documentary evidence testifying that they are entitled to attend insofar as the shares were deposited at least two working days before the date of the meeting.
9. When are the minutes of the Annual General Meeting available?
The minutes for the Annual General Meeting of Stockholders, in which the annual financial statements are approved, are made available within 15 days (Article 77 of Consob Regulation 11971/99).
Minutes for the extraordinary session of the AGM are made available within 30 days.
10. What is the procedure for calling a meeting of the Board of Directors?
Meetings of the Board of Directors are convened by the Chairman at least once every quarter and whenever the Chairman deems it appropriate, or when requested by at least three Directors or by one of the Directors to whom powers have been delegated.
The Board of Directors can also be called, after the Chairman has been informed, by at least one statutory auditor.
Meetings are called by written notice, containing all elements necessary for the discussion, to be sent at least five days before the day on which the meeting is to be held, except in cases of urgency.