The Board of Statutory Auditors is responsible for oversight of compliance with law and the By-laws, respect of principles of proper management and, in particular, the adequacy of the internal control and risk management system and the adequacy and effective functioning of the Company’s organizational, administrative, and accounting structure, in addition to concrete application of the corporate governance principles to which the Company adheres. It is also required to give a recommendation to Shareholders in relation to the appointment of the independent auditors.
The members of the Board of Statutory Auditors are appointed for a term of three years and may be re-elected. Each member of the Board of Statutory Auditors must satisfy the requirements of integrity and independence established by law. As stipulated in the By-laws (Article 17), Fiat requires that all statutory auditors be entered in the Register of Auditors and possess at least three years of experience as a certified auditor. Pursuant to Article 17 of the By-laws, minority shareholders representing a minimum equity interest – currently equal to 1% of ordinary shares, with reference to Fiat’s average market capitalization for the fourth quarter of 2011 as established by Consob – have the right to appoint one statutory auditor. The statutory auditor elected by the minority shareholders serves as Chairman of the Board of Statutory Auditors.
The members of the Board of Statutory Auditors (term of office expires at the 2014 Annual General Meeting) are as follows:
Regular Auditor -
Lionello Jona Celesia