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

Corporate Governance Code Fiat Industrial S.p.A.
or appear to be such as to jeopardize the autonomy of judgement of such
director.
The Board of Directors shall notify the result of its evaluations, on the
occasion of the appointment, through a press release. The Board of Directors
shall evaluate, after the appointment of a director who qualifies himself /
herself as independent, and subsequently at least once a year, on the basis of
the information provided by the same director or, however, available to the
issuer, those relations which could be or appear to be such as to jeopardize
the autonomy of judgement of such director. The Board of Directors shall
notify the result of its evaluations, on the occasion of the appointment,
through a press release.
3.C.5 The Board of Auditors shall ascertain, in the framework of the duties
attributed to it by the law, the correct application of the assessment criteria
and procedures adopted by the board for evaluating the independence of its
members.
The result of such controls is notified to the market in the report on corporate
governance or in the report of the Board of Auditors to the shareholders’
meeting.
3.C.6 The independent directors shall meet at least once a year without the
presence of the other directors.
4.P.1 Directors and members of the Board of Auditors shall keep confidential
the documents and information acquired in the performance of their duties
and shall comply with the procedure adopted by the issuer for the internal
handling and disclosure to third parties of such documents and information.
PROCESSING OF COMPANY INFORMATION
directors by Shareholders or their co-optation, and are disclosed annually
in this <strong>Report</strong>.
At the meeting held on 1 February 2012, the Board of Directors determined
that the six directors mentioned above continued to satisfy the independence
requirements established in the Corporate Governance Code.
Satisfaction of the independence requirements is reviewed by the Board of
Directors with the participation of the Board of Statutory Auditors, which
can thus verify the procedures used. The Board of Statutory Auditors reports
the outcome of these controls in its report to Shareholders.
The independent directors, who make up a majority of the Board, did not
deem to attend a formal meeting in absence of the other directors. The
interaction among them occurs on a continuous basis and is also facilitated
by the IT platform made available by the Company. In any event, they always
have direct access to management.
In September 2010 the Board of Directors of the Company adopted an
internal procedure for the managing of confidential information and their
external disclosure.
Those procedures contain the rules for establishing and managing the list of
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