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

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EXECUTIVE DIRECTORS INDEPENDENT DIRECTORS the various Sectors, quarterly reports, the first-half report, and motions submitted by the executive director relating to significant transactions and transactions with related parties. As stated above, the Board formulated a proposal for the conversion of the Company’s preference and savings shares into ordinary shares, which will be submitted to the approval of Shareholders at the General Meeting (extraordinary session) called to approve the 2011 financial statements, and to the approval of the special meetings of the savings and preference shareholders. The Board was advised in its activities by the Internal Control Committee and the Nominating, Compensation and Sustainability Committee. Documents containing information relevant to the discussion were sent to directors and statutory auditors a few days preceding the meetings, with the exception of certain items which were particularly urgent or confidential. For that purpose, the Company has put an IT platform in place that enables regular and immediate communication and transfer of information to Directors and Statutory Auditors, as well as archiving that information for future access. Information on the most significant related-party transactions carried out in 2011 is contained in the <strong>Annual</strong> <strong>Report</strong>. In 2011 the Board of Directors attended an orientation session, whose aim was to allow directors to become more cognizant of markets and businesses where the Group is active. In this respect this session encompassed the visit to certain research centers and plants located in Latin America. The Board of Directors intends to attend to similar sessions also in 2012. At 31 December 2011 the Board of Directors was composed of one executive director and eight non-executive directors (i.e., who have not been delegated specific authorities or executive responsibilities within the Company or the Group), six of whom qualified as independent on the basis of the requirements of the Corporate Governance Code: two of the independent directors met also the independence requirements established in Legislative Decree 58/98. The Chairman is an executive director and also serves as Chairman of the principal subsidiaries (CNH Global N.V., Iveco S.p.A. and Fiat Powertrain Industrial S.p.A.), but with no operational powers. An adequate number of independent directors is an essential element in the Group’s corporate governance which ensures that the interests of shareholders and third parties are protected. The contribution of independent directors is also fundamental to the composition and proper functioning of committees tasked with undertaking preliminary examination of many issues deliberated on by the Board, as well as providing opinions and recommendations on matters within the scope of the respective committee charter. The independence of directors is assessed annually. Furthermore, any time a circumstance arises that could potentially compromise a director’s independent status, the director concerned must report that situation in writing. The results of the annual assessment are communicated to the market. At the time of their appointment, A. Bombassei, R. Liberatore, L. Milone, G. Perissinotto and J. Zhao declared that they satisfied the requirements of independence set out in the Corporate Governance Code. At the meeting on 10 March 2011, the Board of Directors determined that Guido Tabellini – who was co-opted to the Board following the sudden and tragic death of Tommaso Padoa-Schioppa – satisfied the requirements of independence. 15
16 ANNUAL REPORT ON CORPORATE GOVERNANCE POSITIONS HELD AT OTHER COMPANIES SECTION III As required under the By-laws, L. Milone and A. Bombassei declared that they satisfy the requirements of independence set forth in Legislative Decree 58/98. At the meeting held on 1 February 2012, the Board of Directors determined that the six directors mentioned above continued to satisfy the independence requirements established in the Corporate Governance Code. At the meeting of 22 February 2012 the Board of Directors, on the basis of proposals formulated by the Nominating, Compensation and Sustainability Committee, approved the Remuneration <strong>Report</strong>, which established a general compensation policy for executive directors, directors with specific responsibilities and executives with strategic responsibilities. Some directors also hold positions at other listed companies or companies of significant interest. Excluding the positions within Fiat Industrial Group held by the executive director (as stated previously), the most significant are as follows: n Alberto Bombassei: Chairman and Chief Executive Officer of Brembo S.p.A., Chairman of River S.p.A., Sole Director of Nuova Fourb S.r.l., Director of Atlantia S.p.A., Ciccolella S.p.A., Italcementi S.p.A., Nuovo Trasporto Viaggiatori S.p.A. and Pirelli & C. S.p.A.; n Gianni Coda: Managing Director Fiat Group Automobiles S.p.A., Chief Executvie Officer Fiat Powertrain Technologies S.p.A., director Fiat Automoveis S.A., FIASA, Magneti Marelli S.p.A., and Tofas-Turk Otomobil Fabrikasi Tofas AS; n John Elkann: Chairman and General Partner of Giovanni Agnelli & C. S.a.p.A., Chairman and Chief Executive of EXOR S.p.A., Chairman of Fiat S.p.A., Editrice La Stampa S.p.A., Itedi S.p.A., Director of RCS MediaGroup S.p.A., Gruppo Banca Leonardo S.p.A., The Economist Group and SGS S.A.; n Robert Liberatore: Senior Transatlantic Fellow of The German Marshall Fund, Chairman of the Faith and Politics Institute, Director of the Atlantic Council, National Democratic Institute and Federal City Council, Senior Advisor at Boston Consulting Group; n Sergio Marchionne: Chairman and Chief Executive Officer of Chrysler Group LLC, Chief Executive Officer of Fiat S.p.A., Chairman of SGS S.A., Chairman and Chief Executive Officer of Fiat Group Automobiles S.p.A., Director of EXOR S.p.A. and Philip Morris International Inc.; n Libero Milone: Director of Poltrona Frau S.p.A. and Falck Renewables S.p.A.; n Guido Tabellini: Director of CIR S.p.A. and Dean of Università Bocconi in Milan; n Giovanni Perissinotto: Chief Executive Officer and General Manager of Assicurazioni Generali S.p.A., Chairman of Banca Generali S.p.A., Vice Chairman of BSI S.A., Director of INA Assitalia S.p.A. and Pirelli & C. S.p.A.; n John Zhao: Chairman of Hony Capital Limited and Executive Vice President of Legend Holdings.
Page 1 and 2: ANNUAL REPORT ON CORPORATE GOVERNAN
Page 8 and 9: BOARD OF STATUTORY AUDITORS The Boa
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Elena Bazzo CNH Mingrong Dai CNH Em
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