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

18
ANNUAL REPORT
ON CORPORATE
GOVERNANCE
INTERNAL
CONTROL
COMMITTEE
SECTION III
Those criteria, relate to the absence or substantial non-relevance, within the past three years, of any economic or
shareholding relationship with the Company, its executive directors or executives with strategic responsibilities, its
controlling companies or subsidiaries, or family relationships with the executive directors of those companies. In addition,
no individual may be considered independent if, within the past three years, he has been a partner or director of a major
competitor – that is, a company which in terms of products and key markets competes with the Group – a rating agency
or audit firm engaged by the Company or other companies in the Group or an executive director of a company outside
the Group for which any of Fiat Industrial S.p.A.’s directors serve as non-executive directors.
Furthermore, with reference to the importance of having a wide range of skills, experiences and cultures within the Board
– and in compliance with international best practices – the Board of Directors has proposed, on the basis of the proposal
made by the Nominating, Compensation and Sustainability Committee and in line with the indications of Law No. 120
of July 12, 2011, whose provisions are not yet applicable, that the lists submitted to the Shareholders’ vote reflect the
Company’s recommendation that the list of candidates respect the gender’s diversity.
BOARD COMMITTEES
In 2010, the Board of Directors established the Internal Control Committee and the Nominating and Compensation
Committee, whose role includes selecting and proposing candidates for the Board of Directors itself as well as advising on
compensation. The Board also established duties and operating procedures for those committees, as well as the criteria
for composition.
At the meeting held on 10 March 2011, the Board of Directors appointed the members of both committees.
The Internal Control Committee is composed entirely of independent directors and its mission is to assist the Board of
Directors with its own duties by providing advice and proposals relating to: the reliability of the accounting and financial
reporting system; the internal control and risk management system; the examination of proposals for the engagement of
independent auditors; and, the supervision of internal audit activities.
The Head of Compliance and Audit is authorized to make available to the Committee, at its request, specialist personnel
and to retain, at the Company’s expense and at the instruction of the Committee, independent consultants selected by
the Committee to assist on matters relating to its activities.
The Committee is currently composed of three independent directors: Libero Milone (Chairman), Alberto Bombassei
and Guido Tabellini.
The Committee’s Charter sets out minimum requirements for the Committee’s composition, functioning and main
advisory functions, which are as follows:
– assisting the Board of Directors in defining guidelines for the internal control system and in undertaking periodic reviews
of the adequate and effective functioning of that system to ensure proper management of the principal risks faced by the
Company
– assessing the work plan prepared by the Compliance Officer and reviewing his periodic reports
– reporting to the Board of Directors on the adequacy of the internal control system at least twice yearly, including at the
time of approval of the first-half report and annual report