THE FIAT GROUP IN

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were invited to carry out a survey to determine and improve
areas of potential risk in their organization and the manner
in which they are represented.
HANDLING OF CONFIDENTIAL INFORMATION
The Board of Directors promoted the adoption of an
internal procedure for handling confidential information. This
procedure was published as a part of a special organizational
announcement from the Chief Executive Officer. It lists the
different types of confidential information, defines the functions
and responsibilities of those who are charged with handling
such information and explains the rules that govern the
disclosure of price-sensitive news and the steps that should
be followed when handling and publishing such information.
The purpose of this procedure is to prevent potential leaks of
confidential information. It imposes the penalties that the Code
of Ethics provides for employees who violate confidentiality
rules and makes clear that the same level of compliance with
its provisions and the same prudent behavior is expected of
the Directors and Statutory Auditors.
RELATIONSHIPS WITH THE STOCKHOLDERS
One of the Company’s principal concerns is to establish
and maintain an ongoing dialog with its stockholders and
institutional investors. To that end, Fiat created specific
entities that are responsible for managing these relationships.
The Group organizes frequent meetings and conference calls
with institutional investors and analysts and uses its website
(www.fiatgroup.com) to disseminate publicly and in real time
the material discussed on those occasions.
The website is also used to disseminate operating and
financial information on a regular basis and to present
news of special transactions.
In addition, a toll-free number (800-804027) and two e-mail
addresses (serviziotitoli@fiatgroup.com and
investor.relations@geva.fiatgroup.com) are available to anyone
seeking additional information regarding transactions that
affect the stockholders.
Regulations were adopted in 2000 to ensure that
Stockholders’ Meetings run in an orderly and efficient fashion.
These Regulations define the rights and obligations of all
parties attending a Stockholders’ Meeting and provide clear
and unambiguous rules, without limiting or in any way
hampering the right of individual stockholders to voice their
opinions and demand explanations about items on the
Agenda.
The Board of Directors currently in office has not submitted
motions to the Stockholders’ Meeting that would decrease
the minimum number of shares that must be held in order
to file motions and exercise the rights accorded to minority
stockholders.
BOARD OF STATUTORY AUDITORS
The Board of Statutory Auditors comprises three Statutory
Auditors and three Alternates, all of whom, as required by
the Company’s Articles of Association, must be entered in
the Auditors’ Register. In accordance with the Company’s
Articles of Association and as allowed under the Consolidated
Law on Financial Intermediation, properly organized minority
groups can appoint one Statutory Auditor. According to the
Company’s Articles of Association, the minimum level of
ownership needed to submit a slate of candidates is 3%.
The purpose of this threshold is to ensure that the candidates
being proposed are supported by a group of minority
stockholders that is sufficiently representative and authoritative
to speak in juxtaposition to the majority.