"Fiat S.p.A." Registered Office: via Nizza 250, Turin Share capital ...

More documents

Recommendations

Info

Issuers’ Regulation means the CONSOB Regulation no. 11971 of May 14, 1999 LTI Performance and Leadership Bonus Plan means the LTI Plan based on equity instruments approved by the shareholders’ meeting of the Company on April 4, 2012 and described in the Report to the shareholders issued by the Company pursuant to Article 114-bis of the Financial Act means the Group’s annual short term incentive plan that is linked to both the achievement of key financial metrics of operating performance of the Group and individual performance and leadership contribution Related Parties Regulation means the CONSOB Regulation no. 17221 of March 10, 2010 Section I Section 1 of this Compensation Report is aimed to outline and describe: (i) the policy of the Company with respect to the compensation of members of the Board of Directors, members of the Board of Statutory Auditors and Executives with Strategic Responsibilities and (ii) the procedures followed in relation to the adoption and implementation of said policy (the “Compensation Policy”). The Compensation Policy conforms to the recommendations of the Corporate Governance Code. In particular, the Compensation Policy incorporates the recommendations contained in Article 6 of the Corporate Governance Code relating to compensation for members of the Board of Directors and Executives with Strategic Responsibilities. The Compensation Policy also fulfils the requirements of the Procedures for Transactions with Related Parties adopted by the Group on November 17, 2010. In accordance with the Corporate Governance Code, article 123-ter of the Financial Act and EU Recommendations, this Compensation Policy, which illustrates the policies and practices followed by the Company, was prepared for and approved for the first time by the Board of Directors in February 2012 and then approved by the shareholders’ meeting of the Company. On February 20, 2013 the Board of Directors, with the concurring advice of the Compensation Committee, approved this Policy, which will be submitted for approval to the shareholders’ meeting called to resolve also on the 2012 financial statements. A. Drafting, approval and implementation of the Compensation Policy This Compensation Policy, to be submitted to the approval of the shareholders’ meeting called to approve the 2012 financial statements, was adopted by the Board of Directors on February 20, 2013. In addition to the Board of Directors, also the following corporate bodies and persons were involved in the drafting and approval of this Compensation Policy: the Compensation Committee, that on February 22, 2012 prepared and approved the guidelines and principles of this Compensation Policy to be submitted to the Board of Directors. In the meeting held on 19 February, 2013, the Compensation Committee was advised by the Chief Human Resources Officer that the Compensation Policy had been followed by the Company in its dealings with the Executive Directors and the Executives with Strategic Responsibilities. The corporate bodies and persons responsible for the correct implementation of the Compensation Policy are the Compensation Committee, that shall monitor the application of the Compensation Policy with regard to Executive Directors and Executives with Strategic Responsibilities, having being advised by the Chief Human Resources Officer. On a yearly basis the Chief Human Resources Officer reports to the Compensation Committee and advises such Committee on the implementation of the Compensation Policy in the previous financial year and the proposed changes for the upcoming financial year. 2
The table below summarizes the main roles and responsibilities for setting and governing compensation for participants covered under the Company’s Compensation Policy: Participants covered Non - Executive Directors Who proposes / recommends Compensation Committee Executive Directors Compensation Committee Executives with Strategic Responsibilities Chief Human Resources Officer B. Role of the Compensation Committee Who advises Who approves Chief Human Resources Officer Chief Human Resources Officer Compensation Committee Internal and external Executive Compensation experts Shareholders’ advisory voting rights (“Say on Pay”) Shareholders Not applicable Directors, absent Yes the Executive Directors CEO Yes B.1 Composition of the Compensation Committee In 1999, the Board of Directors established the Nominating and Compensation Committee. The roles and requirements of such committee are constantly updated to reflect current best practice in corporate governance. On 24 July 2007, as part of the continuous review of the system of corporate governance and to better align itself with best international practice as well as the recommendations of the Corporate Governance Code, the Board passed a resolution to split the Nominating and Compensation Committee into the Compensation Committee and the Nominating and Corporate Governance Committee. In implementation of the most recent recommendations of the Corporate Governance Code, on 22 February 2012 the Board of Directors approved a revised charter of the Compensation Committee, which better details its activities. The Chief Human Resources Officer attends the Compensation Committee’s meetings; the chairman may invite other individuals to attend the meetings whenever their presence may help the Compensation Committee to perform its functions. The Compensation Committee may rely on the support of external advisors at the Company’s expense. As of the date of this Compensation Policy, the members of the Compensation Committee are: Mr. René Carron (as Chairman), Mr. Gian Maria Gros-Pietro and Ms. Patience Wheatcroft, all Non-Executive Directors and independent pursuant to article 148 of the Financial Act and article 3 of the Corporate Governance Code. All the members of the Compensation Committee have an adequate knowledge and experience in compensation and financial matters. The Charter of the Compensation Committee is available on the Company’s website: www.fiatspa.com. B.2 Role of the Compensation Committee On the basis of this Charter, as amended on February 22, 2012, the Compensation Committee is entrusted with the following duties: (a) presenting proposals to the Board in relation to compensation policies for directors and executives with strategic responsibilities; (b) presenting proposals to the Board in relation to individual compensation plans for the Chairman, Chief Executive Officer and other directors with specific responsibilities, as well as in relation to the establishment of performance targets for their variable compensation and, on an annual basis, verifying the level of achievement; (c) examining proposals from the Chief Executive Officer concerning compensation and performance evaluations for executives with strategic responsibilities; 3
Page 1 and 2:
This document has been translated i
Page 3 and 4:
volumes actually the lowest on reco
Page 5 and 6:
past 10 years." The memory of Giann
Page 7 and 8:
* VANGUARD INTERNATIONAL GROWTH FUN
Page 9 and 10:
with 2 minutes for replies. Marco G
Page 11 and 12:
is also stated that: "For questions
Page 13 and 14:
He then specified that once the tim
Page 15 and 16:
eing asked of them provided that fu
Page 17 and 18:
statement about not standing the ar
Page 19 and 20:
he noted that additional factors pr
Page 21 and 22:
website for more information; on th
Page 23 and 24:
cause, despite this, the result for
Page 25 and 26:
that the choice of dividing FIAT in
Page 27 and 28:
hicles at the new Grugliasco site a
Page 29 and 30:
tal development of the previous str
Page 31 and 32:
immovable assets and asked that the
Page 33 and 34:
sponded that: the joint venture in
Page 35 and 36:
of the mass-market brands also in A
Page 37 and 38:
ence; in 2013 La Stampa will be foc
Page 39 and 40:
he pointed out that the assessments
Page 41 and 42:
markets; he recalled that in 2008 a
Page 43 and 44:
given for addresses is too short, t
Page 45 and 46:
He then declared that the voting wa
Page 47 and 48:
- those against bringing action sho
Page 49 and 50:
of the shareholder resolution of 4
Page 51 and 52:
overall sum of €7,373,300, which
Page 53 and 54:
size of the company, the size of th
Page 55 and 56:
could not go into here; he consider
Page 57 and 58:
icy alone; he pointed out that 80%
Page 59 and 60:
he recommended shareholders exercis
Page 61 and 62:
of a technical department supervise
Page 63 and 64:
he claimed that directors would be
Page 65 and 66: chairman of Ferrari S.p.A., which w
Page 67 and 68: charges for maintenance; he asked w
Page 69 and 70: them and he asked whether it made s
Page 71 and 72: tions and not voted, together with
Page 73 and 74: . Attachment "A" the text of the ad
Page 75 and 76: Good Morning Shareholders. The Grou
Page 77 and 78: In absence of mutual agreement on a
Page 79 and 80: In Asia, in addition to the launch
Page 81 and 82: Turning to Group results, in 2012 w
Page 83 and 84: In the United States, the industry
Page 85 and 86: Boosted by the introduction of gove
Page 87 and 88: In terms of sales performance by in
Page 89 and 90: European passenger car demand was d
Page 91 and 92: The next few slides give an overvie
Page 93 and 94: In APAC, we launched two key produc
Page 95 and 96: Turning to the outlook for 2013, ou
Page 97 and 98: For our Luxury and Performance bran
Page 99 and 100: Efforts to align our activities to
Page 101 and 102: Before closing, I would like to mak
Page 103 and 104: There are 215,000 employees worldwi
Page 105 and 106: However, EMEA cannot survive indefi
Page 107 and 108: Second: we can leverage the experie
Page 109 and 110: Work is also underway to prepare th
Page 111 and 112: A sign of hope and of commitment. I
Page 113 and 114: We can’t recreate the Fiat of the
Page 115: a) Compensation Policy pursuant to
Page 119 and 120: In general, the fixed compensation
Page 121 and 122: With regard to allowances in the ev
Page 123 and 124: L. Cessation of office or terminati
Page 125 and 126: ) Authorization for the Purchase an
Page 127 and 128: Fiat S.p.A. AGM 09/04/2013 LIST OF
show all

"Fiat S.p.A." Registered Office: via Nizza 250, Turin Share capital ...

Create successful ePaper yourself

Delete template?

Save as template?