By managing its business in an ethical, transparent and responsible way, Fiat Group’s system of corporate governance creates value for all stakeholders. For many years, Fiat S.p.A. has had a system of corporate governance which is aligned with international best practice and the principles endorsed by the Italian Corporate Governance Code for listed companies (issued in December 2011) with amendments adopted to address the specific characteristics of the Group. Over time, Fiat S.p.A.’s corporate governance system has been expanded to incorporate a set of values, rules and procedures which reflect regulatory changes and improvements in corporate governance practice.
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Formation of a new Group Executive Council¹ following acquisition of majority ownership of Chrysler Group, consistent with the objective of enhancing operational integration between Fiat S.p.A. and Chrysler Group. The GEC, headed by the Fiat S.p.A.’s CEO, consists of members from both organizations and is the highest executive decision-making body, supporting the CEO in operational decisions
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Integration of all Fiat standard audits with ethical issue assessments regarding human rights, business ethics, conflict of interest, corruption, and discrimination issues
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Fiat Compliance Program pursuant to Italian Legislative Decree 231/2001 updated to include the sensitive processes for the prevention of environmental crimes
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Publication and distribution of updated Chrysler Group Standards of Conduct, including references to environmental stewardship, health and safety
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Formulation of Group Guidelines on Conflicts of Interest, Data Privacy, ICT Assets and of the Green Logistics Principles
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Dissemination of the Code of Conduct updated to include references to all Group guidelines
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Approval of Procedures for Transactions with Related Parties
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Review of the internal Business Ethics Audit system to include additional sustainability-related elements in line with the Code of Conduct
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Update of the Enterprise Risk Management model and revision of risk map
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Assignment of responsibility for sustainability issues to the Nominating and Corporate Governance Committee, which thus became the Nominating, Corporate Governance and Sustainability Committee
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Revision of the Code of Conduct to incorporate additional principles of sustainability
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Formulation of Group Guidelines on the Environment, Health and Safety, Business Ethics and Anti-Corruption, Sustainability for Suppliers, Human Capital Management, Human Rights and Investments in Local Communities
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Update of the Enterprise Risk Management model to include additional risk factors related to climate change
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Certification of the System of Internal Control over Financial Reporting (ICFR) established pursuant to Section 404 of the US Sarbanes-Oxley Act. Although the company is no longer listed on the New York Stock Exchange (NYSE), management and Internal Audit have continued their activities relative to the evaluation and monitoring of the ICFR System. Those activities also provide support for the attestations of the Chief Executive Officer and the executive officers responsible for the preparation of the company’s financial statements, required under Italian Law 262/2005 since 2007
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Issuance of Whistleblowing Procedures for reporting alleged violations of the Code of Conduct
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Approval by Fiat S.p.A. shareholders of requirements for the annual assessment of the independence of members of the Board of Directors
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Approval of the Group Procedure for the engagement of audit firms aimed at ensuring the independence of the external auditors
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Publication of first Annual Report on Corporate Governance, prepared in accordance with guidelines issued by Assonime and Emittenti Titoli S.p.A. and endorsed by Borsa Italiana S.p.A.
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Implementation of an Enterprise Risk Management process based on the 2004 Enterprise Risk Management – Integrated Framework of the Committee of Sponsoring Organizations of the Treadway Commission (COSO)
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Publication of the first Fiat S.p.A. Sustainability report
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Approval of the first Compliance Program (Italian Legislative Decree 231/2001) which was updated in subsequent years to reflect developments in legislation and interpretation that expanded the scope of Italian Legislative Decree 231/2001 to include new categories of crimes
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Approval of Guidelines for the Internal Control System
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Issuance of Guidelines for Significant T
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Institution and adoption of Internal Dealing Regulations that establish disclosure and conduct requirements for Relevant Persons. These Regulations remained in place until March 2006, when the European Market Abuse Directive, which governs such matters, took effect
(1) In September 2011, Fiat S.p.A. formed a management committee, known as the Group Executive Council, or GEC, to oversee and enhance the operational integration of all Fiat affiliates, including Chrysler Group. Nevertheless, the two companies remain distinct legal entities with separate governance. The GEC cannot contractually bind Chrysler Group, and recommendations made by the GEC to Chrysler Group, including transactions with Fiat companies, are subject to Chrysler Group’s governance procedures. 
