annual report - FIAT SpA

implementation of regulations on the ‘Liability of Legal Persons’ pursuant to Legislative Decree 231/2001, as amended.
The Code of Conduct embodies the principles of business ethics to which the Company adheres and with which
directors, statutory auditors, employees, consultants and partners are required to comply.
The Compliance Program of Fiat S.p.A. pursuant to Legislative Decree 231/2001 and the Guidelines for Adoption and
Update of Compliance Programs by the Group's Italian companies (the “Guidelines”) have been revised to reflect the
latest legislative changes – Law 99 of 23 July 2009, Law 94 of 15 July 2009 and Law 116 of 3 August 2009 – which
updated Legislative Decree 231/01 to include offences relating to: violation of intellectual property laws; organized
crime; counterfeiting of currency, public credit instruments, duty stamps and distinguishing instruments or marks;
offenses against industry and commerce; and inducement to withhold information or make false statements to judicial
authorities.
In particular, the sections of the Compliance Program of Fiat S.p.A. and the Guidelines dealing with involuntary
manslaughter and negligence causing serious personal injury or permanent disability resulting from violation of safety
and health laws have been revised and updated to comply with the provisions of Legislative Decree 81/08 (the Italian
legislation on workplace safety), as amended by Legislative Decree 106/2009.
The Compliance Program Supervisory Body is composed of the Compliance Officer, the Senior Counsel, and an
external advisor. It has its own Internal Policies and Procedures and its activities are based on a specific Supervisory
Program. This body meets at least once per quarter and reports to the Board of Directors (including through the
Internal Control Committee) and the Board of Statutory Auditors.
In application of the Compliance Program, the Code of Conduct, and the provisions of the Sarbanes-Oxley Act (to
which the Company was subject while listed on the NYSE) on whistleblowing, the Whistleblowing Procedures were
adopted on 1 January 2005 for management of reports and claims filed by individuals inside and outside the Company
in relation to suspected or presumed violations of the code of conduct, fraud involving company assets or financial
reporting, oppressive behavior towards employees or third parties, reports or claims regarding accounting, internal
accounting controls and independent audits.
The Procedure for the Engagement of Audit Firms governs the engagement, by Fiat S.p.A. and its subsidiaries, of
independent auditors and companies or professional firms that maintain an ongoing relationship with the independent
auditors (i.e., the network) to safeguard the independence of firms engaged to audit the financial statements.
Fiat has put in place a system of risk management and internal control over financial reporting based on the
model provided in the COSO Report, according to which the internal control system is defined as a set of rules,
procedures and tools designed to provide reasonable assurance of the achievement of corporate objectives. In relation
to the financial reporting process, those objectives are the reliability, accuracy, completeness and timeliness of the
information itself. Risk management constitutes an integral part of the internal control system. The periodic evaluation
of the system of internal control over financial reporting is designed to ensure the overall effectiveness of the
components of the COSO Framework model (control environment, risk assessment, control activities, information and
communication, monitoring) in achieving those objectives. As mentioned previously, the principal characteristics of the
system of risk management and internal control over financial reporting are provided in the Annual Report on Corporate
Governance.
Documents and financial information regarding the Company are made public, including via the internet, in accordance
with the provisions of the Disclosure Controls & Procedures adopted in the past to comply with the US regulation
applicable at the time.
With reference to the “Conditions for the listing of shares of companies having control over companies incorporated
and regulated under the laws of a non-EU member State”, pursuant to Articles 36 and 39 of the Market Rules, the
accounting systems in place at the Company and its subsidiaries, as discussed in the Annual Report on Corporate
Governance, enable public disclosure of the accounts prepared by companies included in the scope of application of
the Regulation and used in preparation of the consolidated financial statements and are adequate for the regular
provision to management and the Parent Company’s auditors of information necessary for preparation of the
consolidated financial statements. In addition, there is an effective flow of information to the Parent Company’s
auditors, including regular information on the composition of corporate bodies within all subsidiary companies and the
position held by each member. The Company is also is responsible for systematically maintaining and updating
centralized records of formal documents related to the By-laws and delegation of powers to the members of corporate
bodies. The requirements of Article 36 (a) (b) and (c) of the Market Rules issued by Consob have therefore been
satisfied.
During the year, no companies incorporated under the laws of a non-EU member State were acquired which, on an
individual basis, are significant for the purposes of the aforementioned Regulation.
Report on Operations Corporate Governance 63