Corporate Governance

Foreword

Fiat Group adheres to the Corporate Governance Code for Italian Listed Companies issued in December 2011, with modifications that take into account the specific characteristics of the Group. In 2012, the Board of Directors, at the proposal of the Compensation Committee, formulated a Compensation Policy that conforms to the recommendations of the Corporate Governance Code and Consob regulations that took effect on 31 December 2011. The Policy (which, in accordance with statute, forms the first section of the Compensation Report) was revised on 20 February 2013 and submitted to the non-binding vote of shareholders who voted in favor at the Annual General Meeting on 9 April 2013.

Additionally, in 2012 the Board also introduced changes to the Guidelines for the Internal Control and Risk Management System, including redefinition of the roles of the Internal Control Committee (which was renamed Internal Control and Risk Committee) and other related entities and individuals.

In accordance with legal and regulatory requirements, the Company prepares an “Annual Report on Corporate Governance” which provides a general description of the Group’s corporate governance system together with information on ownership structure and adherence to the Corporate Governance Code, including key governance practices and the principal characteristics of the system of internal control and risk management, including with reference to financial reporting. The Report, which is available in the Governance section of the Group website (www.fiatspa.com), is divided into four sections: the first contains a description of the governance structure; the second gives information on the ownership structure; the third provides an analysis of implementation of specific recommendations of the Corporate Governance Code and describes the principal characteristics of the system of internal control and risk management, including with reference to financial reporting and key governance practices; and, the fourth includes tables summarizing Fiat’s ownership and Board structure, a side-by-side comparison illustrating how Fiat has applied the principles and criteria of the revised Code, as well as the principal corporate governance related documents. This section provides a summary of aspects relevant to the Report on Operations. The Corporate Governance Code is available on the website of Borsa Italiana S.p.A. (www.borsaitaliana.it).