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

CONTENTS
ANNUAL REPORT ON CORPORATE GOVERNANCE
Section I – General Information 6
Section II – Capital Structure and Shareholders 9
Section III – Compliance with the Corporate Governance Code. Main Features of the Risk Management System
and Internal Control over Financial <strong>Report</strong>ing. Governance Practices 12
Section IV – Application of the Code’s Principles and Criteria. Annexes 29
1 – Code of Conduct 69
2 – Abstract of the “Compliance Program Pursuant to the Legislative Decree 231/2001” 87
3 – Guidelines for the Internal Control System 161
4 – Procedure for the Engagement of Independent Auditors 165
5 – Whistleblowing Procedures 169
6 – Charter of the Internal Control Committee 177
7 – Charter of the Nominating, Compensation and Sustainability Committee 179
8 – Procedures for Transactions with Related Parties 181
9 – Guidelines for Significant Transactions 189
10 – By-laws of Fiat Industrial S.p.A. 191
11 – Procedures for General Meetings 201
This document has been translated into English for the convenience of readers outside Italy.
The original Italian document should be considered the authoritative version.