Fiat provides an overview of its board of directors, management structure, and corporate governance committees. The board has 16 members including 5 executive directors and 8 independent members. There are also 3 main committees: Nominating, CG and Sustainability; Compensation; and Internal Control. Fiat follows Italian corporate governance norms which are characterized by family ownership and a relationship-based system with less influence from institutional investors than Anglo-American systems.

1. MSc International Business Program
Corporate Governance Module - Dr. György Gonda
Corporate
Governance
Assessment
o Lucas Antonio
o Can Erkirtay
o Kian Ansari
o Francesca Pedicini
Budapest, April - 2012

2. Agenda
Company Overview
Board of Directors and Management
Committees
Codes, Reports and Italy CG

3. History and Important Facts – 1899 / 1970
1899: the deed of incorporation is signed giving birth to Società Anonima Fabbrica Italiana
di Automobili Torino – F.I.A.T. The first car built is the 4 HP.
1902: Giovanni Agnelli becomes Managing Director.
1903: the company is listed on the stock exchange.
1920: Giovanni Agnelli becomes Chairman of Fiat.
1945: Senator Agnelli dies and Vittorio Valletta becomes
chairman - Large scale production of cars resumes.
1966: Giovanni Agnelli, grandson of the founder, becomes Chairman.
1967: Vittorio Valletta dies. Production begins at the
Rivalta plant. Fiat takes a majority stake in Magneti
Marelli.
1969: the company acquires Lancia and purchases 50% of Ferrari.

4. History and Important Facts – 1970 / 2011
1971: Abarth becomes part of the Group.
1984: Alfa Romeo becomes part of the Group.
1993: Maserati becomes part of the Group.
2003: Giovanni Agnelli dies and his brother Umberto
takes over as Chairman.
2004: Luca Cordero di Montezemolo as Chairman, John
Elkann as Vice Chairman and Sergio Marchionne as Chief
Executive Officer.
2009: on June 10th, Fiat Group and Chrysler Group LLC
announce that they have signed a global strategic alliance.
2010: John Elkann becomes Chairman of Fiat.
2011: the demerger takes effect on January 1st. Under the new structure, Fiat consists of
FGA, Ferrari, Maserati, Magneti Marelli, Teksid, Comau and Fiat Powertrain Technologies.

5. Ownership Structure
100% 90%
100% 58.5%
100% 100% 84.8% 100%

6. Shareholder Structure
Shareholder Ownership
Giovanni Agnelli & C. S.a.p.A 30.47%
BlackRock Inc. 3.10%
Institutional investors within the euro zone 26.70%
Institutional investors outside the euro zone 11.63%
Other investors 24.90%
Fiat S.p.A. 3.20%

7. Revenues by Market
FORD Competition
is mainly
Main Competitors related to
French the
Manufacturers CATEGORY

8. FIAT at a Glance
FIAT FIAT FIAT
(€ million) with Chrysler excluding 2010
Chrysler (2011) Chrysler
REVENUES 59,559 23,609 37,382 35,880
TRADING PROFIT 2,392 1,345 1,047 1,112
NET PROFIT 1,651 645 1,006 222
NET INDUSTRIAL DEBT 5,529 3,080 2,449 542
AVAILABLE LIQUIDITY 20,680 8,425 12,255 12,152

9. FIAT Shares
 Total issued shares: 1,275,885,720;
o Ordinary, Preference and Savings.
 Price per Share: EUR 3.50 – Nov/2011 Assembly;
 Fiat has approximately 250,000 shareholders;
 Italy, Paris and Frankfurt stock exchanges, also tradable over the counter in the
USA (ADR) - Deutsche Bank Trust Company Americas;
 25% of Net Profit to be distributed as Dividends pay out – 20/04/2012;
Today’s Price = EUR 4.092

10. Corporate Governance Structure
Shareholder’s Assembly
Board of Statutory Auditors Board of Directors
Nominating, CG and
Sustainability Committee
Compensation Committee
Internal Control Committee
Group Executive Council (GEC)

11. Board of Directors
 Total of 16 Members.
Chairman CEO
John Elkann Sergio Marchionne
5 Executive 8 Independent
1 Secretary
Directors Members

12. Board of Statutory Auditors
 Total of 6 Members.
Chairman
Riccardo Perotta
Regular Auditor Alternate Auditor
Giuseppe Camosci Lucio Pasquini
Regular Auditor Alternate Auditor
Piero Locatelli Fabrizio Mosca
Alternate Auditor
Stefano Orlando

13. Group Executive Council (GEC)
 Total of 25 Members. CEO
Brand Leaders
Chief Operating Officers
Support Processes Leaders
Industrial Processes Leaders
NAFTA FIAT CTO CFO
Europe, Middle Commercial
CMO CHRO
East and Africa Vehicles
Alfa, Abarth Services and
LatAm Design
and Maserati Holding
Lancia and Business
APAC Purchasing
Chrysler Development
Components Jeep Quality
Systems and Powertrain
Dodge
Casting Coordinator
Parts and Product
Services Manager

14. Committees
3 Members
Nominating, CG
and Sustainability
All advisory members within the Company
3 Members
Compensation
All advisory members within the Company
3 Members
Internal Control
All Independent

15. Nominating, CG and Sustainability
 To select and propose nominees to the BoD, indicating their names and
the necessary qualifications;
 To formulate opinions regarding the size and composition of the Board;
 To evaluate BoD and Committees activities;
 To examine proposals from CEO regarding appointment and succession
plans for members of the GEC and executives with strategic responsibilities;
 To periodically update the Board of Directors on new corporate
governance regulations and recommend changes, if any;
 To evaluate proposals relating to sustainability related issues, presenting
opinions and reviewing the annual Sustainability Report.

16. Compensation
 To make proposals to the BoD related to individual compensation plans
for the Chairman, CEO and Directors;
 To examine proposals from CEO regarding compensation and
performance evaluation for members of the Group Executive Council and
executives with strategic responsibilities;
 To examine proposals from CEO concerning performance evaluation
criteria and general policies for fixed and variable compensation.

17. Internal Control
 Assist the Board of Directors with internal control systems;
 Assess the work plan prepared by the Compliance Officer;
 Report to the BoD the adequacy of the internal control system;
 Assess the adequacy of accounting principles adopted in relation to
preparation of the consolidated financial statements;
 Assess proposals presented by candidates for the position of
independent auditor;
 Assess the audit work plan and the results included in the audit report;
 Assess the organizational placement, structure and work plan of Internal
Audit.

18. Italian Corporate Governance
SOME FACTS:
 Italian family capitalism: more than 90% of the Italian registered
companies are family-owned;
 Italian C.G. is classified as: relationship-based corporate system which
adopts the Latin Approach.
 The Italian system is a little influenced by institutional investors (such as
in the Anglo-American system) or by banks (such as in Germany and in
Japan).
 Limited degree of separation between ownership and control. Control is
achieved mainly by using pyramidal groups.
 Weak managers, strong blockholders and unprotected minority
shareholders.

19. Italian Governance Models
MODELS OF C.G. COMPANY ORGANS APPOINTED MECHANISM
TRADITIONAL • Shareholders meeting
• The assembly appoints the
(or DUALISTIC • Board of Directors
BoD and the BoA.
HORIZONTAL) • Board of Auditors
• The assembly appoints the
• Shareholders meetings
DUALISTIC VERTICAL Supervisory Committee which
• Supervisory committee
(TWO-TIER SYSTEM) appoints the Management
• Management committee
Committee
• The assembly appoints the
• Shareholders meeting
MONISTIC BoD which apoints its
• BoD
(ONE-TIER SYSTEM) committee among its
• Internal committees
members.

20. Codes and Principles
 Italian corporate governance practices are principally governed by the
Italian Corporate Governance Code (Codice di Autodisciplina, revised in
2011);
 In the wake of other corporate governance codes inspired by the Cadbury
in 1992, Italy launched 2 codes:
o The Draghi Reform (1998): “Audit committees”.
Objective: to strenght investors’s protection and minority shareholders.
o The Preda Code (2002): “Freedom with accountability”.
Main Focus: issues relating to the board of directors.

21. Code’s Standards
 Role and Composition of the Board of Directors:
o Executive directors account for 31% of BoD seats; the remaining 69% are
non-executive directors. Independent directors are 35% of BoD seats.
o Directors are proposed by the chairperson or blockholder and appointed by
the shareholders’ meeting.
o Adequate number of independent non-executive directors necessary.
 Shareholder’s Meeting
o The codes recognize the importance of shareholders’ meeting and believes
that directors should encourage as broad a participation in the meetings as
possible.
 Internal Control and Audit
o Italy has a multiple level of internal control: an internal Board of Auditors,
Internal Audit Committee, a dedicated top manager, Internal Audit team, etc.

22. Thank You!
o Lucas Antonio: lucasabrantes@gmail.com
o Can Erkirtay: can2e3@hotmail.com
o Kian Ansari: kianansari@yahoo.com
o Francesca Pedicini: francesca.pedicini@gmail.com