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

ANNUAL REPORT
ON CORPORATE
GOVERNANCE
GENERAL
MEETINGS
SHAREHOLDERS
8
SECTION I
Minority shareholders holding shares representing a minimum equity interest equal to the percentage established by
Consob on the basis of existing regulatory provisions are entitled to elect one statutory auditor who, under Article 17,
shall serve as Chairman of the Board of Statutory Auditors.
In the event that it is not possible to use the voting list system (described later in this <strong>Report</strong>), the election will be
determined by relative majority. In the event of substitution of one statutory auditor, the first alternate auditor appearing
on the same list as the auditor being substituted will serve the remaining term of office, subject to confirmation that
he satisfies the requirements of the position. In the event the auditor being substituted is Chairman, that office shall be
assumed by the statutory auditor substituting him.
The above rules shall not apply to the election of regular and/or alternate auditors necessary to restore the Board to its
original number. In such cases, the election shall be decided by a relative majority of votes and taking into account the
principle of adequate representation of minority shareholders.
Election of the Board of Statutory Auditors using the system of voting lists will take place at the General Meeting called to
approve the 2012 financial statements, which coincides with expiry of the current term of office of the Statutory Auditors.
General Meetings are the forum through which all shareholders are represented. At ordinary meetings, shareholders
vote on approval of the annual financial statements, elect and dismiss members of the Board of Directors, elect members
of the Board of Statutory Auditors and its Chairman, set compensation for the Directors and Statutory Auditors, as
well as voting on the appointment of the independent auditors, and actions relating to the obligations of the Directors
and Statutory Auditors. At extraordinary meetings, shareholders vote on amendments to the By-laws and transactions
of an extraordinary nature such as capital increases, mergers and demergers, except where attributed to the Board of
Directors under Article 15 of the By-laws.
Pursuant to Article 8 of the By-laws, holders of voting rights are entitled to attend, or be represented at, a General
Meeting, provided that they have obtained the appropriate documentary evidence from an authorized intermediary
and communicated to the Company in accordance with the applicable law. For each General Meeting the Company may
appoint one or more representatives that holders of voting rights can designate as their proxy and instruct to vote on one
or more motions on the agenda. Details of the designated representative(s) and the procedure and deadline for conferring
proxy are to be provided in the notice of the General Meeting. For the General Meeting of 5 April 2012 (single call), the
Company appointed as designated representative Servizio Titoli S.p.A.
An Ordinary General Meeting shall be considered regularly convened and any resolutions adopted valid when the majorities
required by law are present, except for the election of Directors and Statutory Auditors for which a relative majority is sufficient.
An Extraordinary General Meeting shall be considered regularly convened and resolutions adopted valid when the
majorities required by law are present. At first call, at least one-half of shares with voting rights must be represented; at
second call, more than one-third of shares with voting rights must be represented; and, for a single or third call, at least
one-fifth of shares with voting rights must be represented. Resolutions are adopted when at least two-thirds of votes
represented at the Meeting are in favor.
Special meetings may also be held by holders of preference or savings shares, who are entitled by law to vote on: the
appointment or dismissal of a common representative and on actions against the common representative in the event of
a breach of his obligation; approval of resolutions passed in a General Meeting that are prejudicial to the rights of a specific