annual report - FIAT SpA

ehalf of third parties, with the Company, its executive directors and executives with strategic responsibilities, its
controlling companies or subsidiaries, or any other party related to the Company. The results of these assessments are
published in the Annual Report on Corporate Governance.
At the meeting held on 21 October 2010, the Board of Directors confirmed that Messrs. Roland Berger, René Carron,
Luca Garavoglia, Gian Maria Gros-Pietro, Vittorio Mincato, Pasquale Pistorio, Ratan Tata and Mario Zibetti satisfied the
requirements of independence.
Some directors also hold positions at other listed companies or companies of significant interest. Excluding the
positions held by executive directors within the Fiat Group mentioned above, the most significant are as follows:
� Andrea Agnelli: Chairman of Juventus FC S.p.A., General Partner of Giovanni Agnelli & C. S.a.p.A., Director of
EXOR S.p.A. and Vita Società Editoriale S.p.A.;
� Carlo Barel di Sant’Albano: Chairman of Cushman & Wakefield, Director of EXOR S.p.A., Juventus FC S.p.A.,
EXOR S.A. and Vision Investment Management Ltd.;
� Roland Berger: Co-Chairman of Italy 1 Investment S.A., Vice Chairman of Wilhelm von Finck AG, Director of
Telecom Italia S.p.A. and RCS MediaGroup S.p.A., Chairman of the Supervisory Board of Prime Office AG, 3W
Power Holdings S.A. and WMP EuroCom AG, Member of the Supervisory Board of Schuler AG, Fresenius SE and
Loyalty Partner Holdings S.A.;
� Tiberto Brandolini D’Adda: Chairman of Sequana S.A. and EXOR S.A., General Partner of Giovanni Agnelli & C.
S.a.p.A., Vice Chairman of EXOR S.p.A., Director of SGS S.A., Vittoria Assicurazioni S.p.A. and Vision Investment
Management Ltd.;
� René Carron: Director of GDF-Suez S.A. and Vice Chairman of IPEMED (Institut de Prospective Economique du
Monde Méditerranéen);
� Luca Cordero di Montezemolo: Chairman of NTV – Nuovo Trasporto Viaggiatori S.p.A., Director of Poltrona Frau
S.p.A., Tod’s S.p.A., Pinault Printemps Redoute S.A., Member of the International Advisory Board of Citigroup Inc.;
� John Elkann: Chairman and General Partner of Giovanni Agnelli & C. S.a.p.A., Chairman and Chief Executive of
EXOR S.p.A., Director of Fiat Industrial S.p.A., RCS MediaGroup S.p.A., Banca Leonardo Group S.p.A. and The
Economist Group;
� Luca Garavoglia: Chairman of Davide Campari Milano S.p.A.;
� Gian Maria Gros-Pietro: Chairman of Credito Piemontese S.p.A., Director of Edison S.p.A., Credito Valtellinese
S.p.A., Caltagirone S.p.A. and Italy 1 Investment S.A.;
� Sergio Marchionne: CEO of Chrysler Group LLC, Chairman of CNH Global N.V., Fiat Industrial S.p.A., Iveco
S.p.A., SGS S.A., Director of EXOR S.p.A. and Philip Morris International Inc.;
� Virgilio Marrone: Director of Old Town S.A.;
� Vittorio Mincato: Director of Parmalat S.p.A. and Techno Holding S.p.A., Vice Chairman of Nordest Merchant
S.p.A., Chairman of Casa Editrice Neri Pozza S.p.A.;
� Pasquale Pistorio: Honorary Chairman of S.T. Microelectronics N.V., Director of Atos Origin S.A. and Brembo
S.p.A.;
� Ratan Tata: Chairman of The Indian Hotels Company Ltd., Director of Alcoa Inc., Antrix Corporation Ltd and
JaguarLandRover Ltd. (UK). Mr. Tata also serves as Chairman of the principal companies of the Tata Group;
� Mario Zibetti: Director of Ersel SIM S.p.A.
COMMITTEES ESTABLISHED BY THE BOARD OF DIRECTORS
The Board of Directors established the Internal Control Committee, the Nominating and Corporate Governance
Committee, which in 2009 was also allocated responsibility for sustainability issues and renamed the Nominating,
Corporate Governance and Sustainability Committee, with responsibility for, among other things, selecting and
proposing nominees to serve as director, and the Compensation Committee, with an advisory role for matters relating
to compensation.
INTERNAL CONTROL SYSTEM
The Board established the “Guidelines for the Internal Control System”, which came into effect on 1 January 2003, and
constituted a revision of the procedures established in 1999, including adoption of changes to the Corporate
Governance Code. Essential components of the Internal Control System are the Code of Conduct, adopted in 2002 to
replace the Code of Ethics and revised in 2010, and the Compliance Program, adopted by the Board of Directors in
Report on Operations Corporate Governance 62