2006 Annual Report - Fiat SpA

that numerous transactions involving the sale of goods and
the provision of services took place between the Company,
other Group companies and/or related parties. The Report on
Operations further states that these transactions were executed
on commercial terms deemed normal in the respective
markets, considering the characteristics of the goods or
services involved.
■ The External Auditors’ report neither contains objections
nor does it draw attention to any particular event or set forth
relevant qualifications or suggestions.
■ In 2006, the Board of Directors met nine times, as did the
Internal Control Committee. We were present at all of those
meetings. The Board of Statutory Auditors met 18 times.
The External Auditors attended five of those meetings.
■ During the year, we issued the opinions that are required
by law from the Board of Statutory Auditors.
■ In compliance with Article 149, paragraph 1, letter c)
bis of Legislative Decree no. 58 of February 24, 1998, we
acknowledge that the Directors affirm in their Annual Report
on Corporate Governance that:
“The Fiat Group adopted and abides by the new Corporate
Governance Code of Italian Listed Companies issued in March
2006, supplemented and amended as necessary to ensure that
the corporate governance system it adopted is in line with the
rules imposed for listing on the NYSE, including the relevant
sections of the Sarbanes-Oxley Act, and the characteristics of
the Group.”
We confirmed that the Group actually complies with the
Corporate Governance Code and that its various aspects
were discussed in the Annual Report on Corporate Governance
submitted to you by the Board of Directors. Reference is made
to that report for more complete information in this regard.
We have received a communication from Deloitte & Touche
S.p.A. stating that Fiat S.p.A. retained its services to perform,
326 Reports of the Board of Statutory Auditors
in addition to auditing the statutory and consolidated financial
statements, limited auditing of the consolidated first half
report, agreed procedures for auditing of the quarterly reports,
and auditing of the Form 20-F consolidated financial
statements, the engagements listed below for which
the respective fees are indicated:
■ Studies and analyses on the accounting treatment in Form
20-F for fiscal 2005 of significant, non-recurring transactions
carried out by Fiat S.p.A. or subsidiaries in the reference year,
for a fee of 352,900 euros.
■ Additional auditing work concerning the separate balance
sheet of Fiat S.p.A. at January 1, 2005 prepared in accordance
with International Financial Reporting Standards (“IFRS”) and
the separate balance sheet at December 31, 2005, prepared for
comparative purposes in accordance with IFRS, for a fee of
63,000 euros.
■ Signing of the tax returns and Form 770, for a fee of 5,000
euros.
■ Auditing of the final statement of costs approved by the joint
committee founded by Fiat S.p.A. and the Turin Polytechnic
University for the establishment of university degree courses
in automotive engineering, for a fee of 5,500 euros.
■ Activities preliminary to the audit of the system of internal
control over financial reporting of the Fiat Group as required
by Section 404 of the United States Sarbanes-Oxley Act
starting from fiscal year 2006 (completion of the planning
and pre-assessment stages), for a total fee of 479,000 euros.
■ Audit of the system of internal control over financial
reporting of the Fiat Group as of December 31, 2006 as
required by Section 404 of the United States Sarbanes-Oxley
Act, with a total fee estimated preliminarily at 5,500,000 euros,
of which approximately 70% relates to procedures performed
by December 31, 2006. This engagement, which was granted
on February 20, 2007, excludes the part of procedures carried
out at CNH Global N.V. and its subsidiaries (an issuer
registered separately with the United States Securities
and Exchange Commission).
Based on the audits we performed in those areas that fall
under our jurisdiction pursuant to Article 149 of Legislative
Decree No. 58 of February 24, 1998 and the information
received from the External Auditors, we have verified that
the statutory financial statements, which show net income
of 2,343,374,972 euros, have been prepared and are presented
in accordance with the applicable provisions of law (or the
regulations to which the law refers).
We therefore recommend that you approve these financial
statements as they have been submitted to you, together
with the motion proposed by the Board regarding the
allocation of net income.
Turin, March 9, 2007
The Statutory Auditors
Carlo Pasteris
Giuseppe Camosci
Cesare Ferrero
Reports of the Board of Statutory Auditors 327