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

58
ANNUAL REPORT
ON CORPORATE
GOVERNANCE
SECTION IV
Corporate Governance Code Fiat Industrial S.p.A.
8.C.6 Each person in charge of internal control shall:
a) ensure that the internal control system is always adequate, fully operating and
effective;
b) not be responsible for any operational divisions and shall not report
hierarchically to any manager of operational divisions, including the
administration and finance divisions;
c) have direct access to all useful information for the performance of his/her
duties;
d) have the availability of adequate means for the performance of the functions
assigned to him/her;
e) report about his/her activity to the internal control committee and the board
of auditors; moreover, they could be required to report also to the executive
director responsible for the supervision of the functionality of the internal
control system. In particular, he/she shall report about the procedures
according to which the risk management is conducted, as well as about the
compliance with the plans defined for their reduction and express his/her
evaluation of the internal control system to achieve an acceptable overall risk
profile.
8.C.7 The issuer shall establish an internal audit function. The person
responsible for internal control shall usually coincide with the person
responsible for the internal audit function.
The Compliance Officer is appointed by the Board of Directors and does not
report to any operating managers but solely to the Chairman, the Internal
Control Committee, and the Board of Statutory Auditors.
The Compliance Officer is responsible for:
a) assisting the executive directors in the design, management and monitoring
of the Internal Control System;
b) reviewing the results of the audit activities performed by the Internal
Audit function to verify any weaknesses of the Internal Control System
and requesting, whenever necessary, that specific checks be carried out to
identify any shortcomings and the need for improvement of internal control
processes;
c) verifying, with the aid of the internal audit function, that the rules and
procedures constituting the terms of reference of the control processes
be applied and that the various entities operate in compliance with set
objectives;
d) annually preparing a work plan and submitting it to the Internal Control
Committee;
e) drawing up, once every six months, a report on the activities that he carried
out and submit it to the executive directors, the Internal Control Committee
and the Statutory Auditors.
Currently, the Compliance Officer is the Head of the Internal 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. Since 1 December 2011, part of Fiat Revi personnel was
transferred to Fiat Industrial to further enhance coordination, functionality
and synergies with other departments.
See the last paragraph of the previous comment.