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

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RESOLUTION COMPLIANCE OFFICER OF FIAT INDUSTRIAL S.P.A. WHISTLE- BLOWINGS COMMITTEE DECISION MEASURES WHISTLE- BLOWINGS REGISTER COMPLIANCE OFFICER OF FIAT INDUSTRIAL S.P.A. AND SECTOR/ COMPANY COMPLIANCE OFFICER BOARD OF STATUTORY AUDITORS AND INTERNAL CONTROL COMMITTEE MANAGEMENT WHISTLEBLOWER IF IDENTIFIED SUBJECT OF WHISTLE- BLOWING 175
ANNUAL REPORT ON CORPORATE GOVERNANCE 176 WHISTLEBLOWING PROCEDURES PROCEDURE IMPLEMENTATION AND DISSEMINATION TOWARD EMPLOYEES AND THIRD PARTIES Upon recommendation by the Compliance Officer, the Internal Control Committee evaluates the Whistleblowings Management Procedure and submits it to the Board of Directors which, having heard the opinion of the Board of Statutory Auditors, resolves to approve it. In conformity with local law and regulations, the procedure applies to all Group Companies in all countries. Adoption of the procedure is reported to the Fiat Industrial S.p.A. Internal Control Committee. The following process shall be implemented to ensure that information concerning the procedure is effectively disseminated to all Group employees: n the Chairman of Fiat Industrial S.p.A. sends the text of the procedure to the CEOs and Compliance Officers of each Sector and Company, empowering them to initiate the dissemination process. This procedure, which will be accompanied by a cover letter citing the principles expressed in the Code of Conduct and the Compliance Program pursuant to Legislative Decree 231/2001, emphasizes the importance of uniform methods for handling whistleblowings within the Group, and specifies the objective and subjective requirements which whistleblowings must meet in order to qualify for further investigation; n the Whistleblowings Management Procedure is posted on the Corporate Governance area of the Group intranet, and is translated into the languages used for the Code of Conduct; n with the consensus of the Sector and Company Human Resources functions, the Compliance Officers directly inform all Management personnel and invite function heads to take appropriate action to inform their associates; n the internal news bulletins for each Sector and Company shall feature an excerpt from the Whistleblowings Management Procedure; n courses shall provide an overview of the Whistleblowings Management Procedure (content shall be similar to that published in the news bulletins). Approved: Board of Directors Meeting of 27 September 2010
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ANNUAL REPORT ON CORPORATE GOVERNAN
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BOARD OF STATUTORY AUDITORS The Boa
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INDEPENDENT AUDITS DIRECTION AND CO
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OWN SHARES SHAREHOLDER STRUCTURE -
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DELEGATION OF POWERS TRANSACTIONS W
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EXECUTIVE DIRECTORS INDEPENDENT DIR
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COMPOSITION OF THE BOARD OF DIRECTO
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NOMINATING, COMPENSATION AND SUSTAI
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The Committee may also utilize exte
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CODE OF CONDUCT COMPLIANCE PROGRAM
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For significant risks, identified t
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PROCEDURES FOR GENERAL MEETINGS COM
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SECTION IV - APPLICATION OF THE COD
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TABLE 3: BOARD OF STATUTORY AUDITOR
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34 ANNUAL REPORT ON CORPORATE GOVER
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69 1 - Code of Conduct 87 2 - Abstr
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Page 125 and 126: ANNUAL REPORT ON CORPORATE GOVERNAN
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Page 166 and 167: 4 - PROCEDURE FOR THE ENGAGEMENT OF
Page 168 and 169: APPROVAL PROCEDURES AUDIT ENGAGEMEN
Page 170 and 171: 5 - WHISTLEBLOWING PROCEDURES This
Page 172 and 173: 7. WHISTLEBLOWINGS REGISTER The Whi
Page 174 and 175: The Compliance Officer of Fiat Indu
Page 178 and 179: 6 - CHARTER OF THE INTERNAL CONTROL
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Page 182 and 183: 8 - PROCEDURES FOR TRANSACTIONS WIT
Page 184 and 185: The independence of directors is ev
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Page 188 and 189: For such resolutions, the procedure
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Page 210 and 211: Elena Bazzo CNH Mingrong Dai CNH Em
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