The Board of Directors of Fiat S.p.A. met yesterday under the chairmanship of Luca Cordero di Montezemolo to review the motions to be submitted to the forthcoming Stockholders Meeting for the renewal of Board of Directors whose mandate expires on the date of the Meeting.

The Board, having agreed on the recommendations set forth by the Nominating and Compensation Committee chaired by John Elkann, resolved to confirm the principle, adopted in May 2005, of a board composed of a majority of independent directors, believing that it is essential to ensure that the interests of all stockholders, including minority stockholders, are properly and effectively protected. The Board also confirmed the selective criteria adopted for determining the independence of directors. These criteria are more stringent than the ones recently adopted by the new Corporate Governance Code of Italian Listed Companies.

The Board underscored that, having thoroughly revised the corporate governance regulations of the Fiat Group last year, Fiat is already in compliance with the provisions of the new Corporate Governance Code.
 

The Board also empowered the Nominating and Compensation Committee to put forth proposals to amend the Articles of Association on the basis of the recently issued savings law, also with a view to attaining compliance with regulations that may be issued in the future.

More specifically, the Board resolved to: submit to the Stockholders Meeting a motion to set the number of members of the Board of Directors at fifteen, the majority of whom independent; and to invite stockholders to submit motions for nominations of candidates within the fifteenth day prior to the Stockholders Meeting, as prescribed in the new Corporate Governance Code.