Annual Report on Corporate Governance (February ... - FIAT Industrial

12
ANNUAL REPORT
ON CORPORATE
GOVERNANCE
SECTION II
CHANGE OF
CONTROL CLAUSES
SEVERANCE
COMPENSATION
FOR DIRECTORS
In addition, on 30 January 2012, Exor S.p.A. announced that it held 16,111,663 Fiat Industrial savings shares (representing
20.16% of total savings shares).
Fiat Industrial has approximately two hundred and fifty thousand shareholders. As of 5 February 2012, other shareholders
who, based on information published by Consob, directly or indirectly held shares in Fiat Industrial representing 2% or
more of voting rights were:
n Government of Singapore Investment Corporation Pte Ltd: (2.327%, or 2.548% of ordinary shares);
n FMR LLC: (2.126%, or 2.327% of ordinary shares);
n BlackRock Inc.: (2.056% or 2.250% of ordinary shares).
Moreover, approximately 7.5% of ordinary shares are held by institutional investors within the euro zone and approximately
22.5% by institutional investors outside the euro zone. The remaining shares (approximately 29%) are held by retail
investors. No shareholder agreements as defined under Article 122 of Legislative Decree 58/98 was reported.
As part of their normal activities, operating companies of the Group are party to joint venture or supply and cooperation
agreements with other industrial and financial partners. As it is customary for international agreements, these agreements
contain clauses giving each party the right to terminate or modify the agreement in the event of a direct and/or indirect
change in control of one of the parties.
Certain notable loan agreements guaranteed by Fiat Industrial and the bonds issued by a Group company and guaranteed
by Fiat Industrial, together totaling approximately €4.8 billion, contain clauses that, as it is customary for financial
transactions of this kind, may result in the obligation of repayment in the event of a change of control of Fiat Industrial,
provided that in certain agreements such obligation may be triggered only to the extent that the change of control event
is concurrent with a rating downgrading.
Detailed information on agreements that provide directors compensation in the event of resignation or as a consequence
of other events such as an extraordinary transaction is provided in the <strong>Report</strong> on Remuneration.
SECTION III – COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE
MAIN FEATURES OF THE RISK MANAGEMENT SYSTEM AND INTERNAL CONTROL
OVER FINANCIAL REPORTING. GOVERNANCE PRACTICES
In 2010, Fiat Industrial adopted a corporate governance model (including mechanisms for implementation and a system
of internal controls), which, in addition to ensuring compliance with legal and regulatory requirements in Italy, is also
substantially in line with international best practice for groups of a similar scale and leverages on the systems and practices
already in place for Fiat Group – particularly those already adopted by companies that subsequently became part of Fiat
Industrial Group.
Furthermore, the following policies, procedures and guidelines – which form an integral part of the corporate governance
model – were also adopted:
– Code of Conduct
– Compliance Program pursuant to Legislative Decree 231/2001 and related guidelines