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

22
ANNUAL REPORT
ON CORPORATE
GOVERNANCE
COMPLIANCE
OFFICER
SECTION III
concerning the maximum number of offices held by individual directors and, consequently, the amount of time and
attention they are able to devote to fulfillment of their obligations to Fiat Industrial. Meetings are generally considered
to be adequate in terms of number and duration, as are the work agendas and the information provided to support the
decision-making process. Material provided to directors was considered more than adequate and, for certain complex
issues requiring lengthy briefing materials, it was asked that the documentation be made available in advance of the normal
timetable, which in principle is considered satisfactory. Particularly evident was the fact that there is a calm and cohesive
environment at the meetings allowing for open and constructive debate, with due respect given to the contribution of
each individual director and decisions generally being reached with broad consensus. The relationship with the Statutory
Auditors is considered both clearly defined and constructive.
Identified areas for improvement related substantially to the need for more in-depth examination of issues specific to the
industry sectors in which the Group operates.
The self-evaluation process itself was considered beneficial and largely adequate in terms of the methodology adopted. To
this respect it was also proposed that once in three years the process would be managed by an external advisor.
With reference to the expiring of the term of the current Board of Directors, which would occur at the general
shareholders’ meeting that will approve he financial statements for 2011 and the consequent appointment of a new
Board of Directors, the Nominating, Compensation and Sustainability Committee advised the Board of Directors on the
recommendations to be submitted to the general shareholders’ meeting. In particular, the Board of Directors submitted
that the future Board of Directors:
– be composed of eleven members;
– reflect a plurality of skills, experiences, professional qualifications, both general and specific, developed in international
markets and pertaining both to the macroeconomic scenarios and the global markets; an adequate and diversified mix of
professional expertise, gender diversity constitutes a fundamental base so as to allow the Board to have the required ability
to act as a corporate body;
– maintain the current balance among executive directors (and namely directors who are vested with authority to act on
behalf of the Company) and non-executive directors. Moreover, the presence of independent directors is an essential
element which ensures that the interests of shareholders and third parties are protected. The role of the independent
directors is of fundamental importance for the composition and performance of the Committees, whose main tasks
are to examine the resolutions to be submitted to the Board and to give recommendations to the Board, including
recommendations in order to prevent any potential conflict of interest.
INTERNAL CONTROL SYSTEM
The Compliance Officer is appointed by the Board of Directors and is entirely independent from the operational reporting
structure, reporting exclusively to the Chairman, Internal Control Committee, and Board of Statutory Auditors.
The role of Compliance Officer is currently attributed to the head of Fiat Industrial’s Compliance and Audit function.
Until the end of November 2011, the operational aspects of those activities were carried out by Fiat Revi, a consortium
company controlled by Fiat S.p.A. in which the Company holds an interest, and the Internal Audit department of
CNH Global NV. From 1 December 2011, part of Fiat Revi personnel was transferred to Fiat Industrial to further
enhance coordination, functionality and synergies with other departments.