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

Corporate Governance Code Fiat Industrial S.p.A.
1.C.3 The board shall issue guidelines regarding the maximum number
of offices as director or auditor for the types of companies referred to in
the above paragraph that may be considered compatible with an effective
performance of a director’s duties. To this end, the board identifies the
general criteria, differentiating them according to the commitment entailed
by each role (executive or non-executive or independent director), as well as
the nature and size of the companies in which the offices are performed, plus
whether or not the companies are members of the issuer’s group; it may also
take into account the participation of the directors in committees established
within the ranks of the board.
1.C.4 If the shareholders’ meeting, when dealing with organisational
needs, authorises, on a general, preventive basis, derogations from the rule
prohibiting competition, as per Article 2390 of the Italian Civil Code, then
the Board of Directors shall evaluate each such issue, reporting, at the next
shareholders’ meeting, the critical ones if any.
To this end, each director shall inform the board, upon accepting his/her
appointment, of any activities exercised in competition with the issuer and of
any effective modifications that ensue.
2.P.1 The Board of Directors shall be made up of executive and nonexecutive
directors.
COMPOSITION OF THE BOARD OF DIRECTORS
The Board of Directors delegated the Nominating, Corporate Governance
and Sustainability Committee to evaluate on an annual basis the activities
performed by the Board and Committees. The Committee resolved to begin
a first self-appraisal process on the activities performed by the Board and
its Committees. The results of such exercise are detailed in the Corporate
Governance <strong>Report</strong> in relation to the number of meetings, effectiveness
and efficiency of the work undertaken and contribution to the decisionmaking
process, in addition to the importance of the contribution from the
independent directors and cohesive atmosphere within the Board. With
regard to the maximum number of positions held, the Board determined that
one of the necessary conditions for those serving as directors and statutory
auditors is the availability of adequate time to execute their duties in an
effective manner. This element is taken into consideration by the Nominating,
Corporate Governance and Sustainability Committee when proposing
candidates and during the annual self-evaluation process.
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 meeting held on 1 February 2012, the Board of Directors determined
that the six directors currently qualified as independent directors continued
to satisfy the independence requirements established in the Corporate
Governance Code.
The Board of Directors is made up of one executive director and eight nonexecutive
directors.
39