Update approved by the Board of Directors May 2, 2014 2014 Fiat Group
2 Fiat Group Contents 1. Foreword... 3 2. Applicable external and in-house regulations... 3 3. Duties and responsibilities... 3 4. Process... 4 5. Control... 4 6. Fiat S.p.A. Committee... 4 7. register... 5 8. Operating procedure and control points... 5 receipt... 5 Investigation and review... 6 Disciplinary measures... 6 receipt... 7 Investigation and Review... 8 Resolution... 8 Procedure implementation and dissemination toward employees and third parties... 9
Fiat Group 3 1. Foreword This procedure applies to the Group and its subsidiaries worldwide in compliance with local regulations. (1) concerns situations of suspected or alleged violations of business ethics as outlined in the Code of Conduct, financial and accounting fraud, and harassment, intimidation or discriminatory behavior towards employees or third parties. They also include whistleblowing received from employees and individuals outside the company regarding accounting, internal controls or auditing matters. In general, whistleblowing are submitted to the Top Management of the Group or its Sectors/Companies, or to the heads of the Human Resources, Legal and Functions. In other cases, they are submitted to a designated manager or other trustworthy persons, including members of the Board of Directors, the Board of Statutory Auditors, and the Internal Control and Risk Committee 2. Applicable external and in-house regulations Section 301 of the Sarbanes-Oxley Act (SOA), with which Fiat S.p.A. complies, contains provisions for managing whistleblowing and safeguarding the anonymity of whistleblowers. The Code of Conduct and the Compliance Program (established pursuant to Legislative Decree 231/2001) adopted by the Group specify that designated recipients of whistleblowing may be the whistleblower s direct superior, the Head of, or the Compliance Program Supervisory Board established pursuant to Legislative Degree 231/2001. These documents reaffirm the Group s commitment to safeguarding the anonymity of the whistleblower (i.e., the person who files a written or verbal whistleblowing regarding an ethical breach), subject to legal requirements, and to guaranteeing that employees who report violations are not subject to adverse action or reprisal of any kind, regardless of whether or not they identify themselves. 3. Duties and responsibilities For the purposes of this procedure, the final decision as to whether a whistleblowing is grounded in fact falls to the Head of of Fiat S.p.A., who will cooperate with the Committee described in paragraph 6 below in assessing the findings of the investigations and reviews, prior to taking any necessary action. More specifically: n the duties of the Head of include providing a periodic overview of whistleblowing related matters to the Board of Statutory Auditors and the Internal Control and Risk Committee during their regular meetings, and n where whistleblowing concerns financial statements, accounting, internal controls and auditing matters, the Board of Statutory Auditors is empowered to request that the Head of provide further details, and if necessary extend the investigation. The Board of Statutory Auditors may also require that implemented measures be revised and supplementary measures adopted. (1) Chrysler Group LLC maintains its own whistleblowing procedure applicable to allegations received pertaining to Chrysler Group LLC or its subsidiaries.
4 Fiat Group 4. Process The process consists of the following activities: n receive, register and retain whistleblowing; n assess the objective and subjective issues raised by the whistleblowing; n initiate, where deemed appropriate, the investigation and review process; n specify any disciplinary measures; n provide the Internal Control and Risk Committee and the Board of Statutory Auditors with a periodic overview of whistleblowing activities performed. 5. Control The procedure is based on: n identifying the parties who can receive whistleblowing; n safeguarding the whistleblower s anonymity to protect whistleblowers from reprisal; n whistleblowing assessment by the Head of ; n disclosure of whistleblowers who are demonstrated to have acted in bad faith; n collective evaluation by the Committee of proposed disciplinary measures; n providing a periodic overview of activities performed to the Board of Statutory Auditors and the Internal Control and Risk Committee ; n any other action requested by the Board of Statutory Auditors. 6. Fiat S.p.A. Committee To ensure fairness and openness, the Fiat S.p.A. Committee meets regularly in order to: n assess the findings of whistleblowing investigations and reviews as requested by the Head of, and thus evaluate any disciplinary measures to be imposed for ethical breaches; n reach collective decisions, upon request by the Head of, regarding measures/sanctions; n record decisions taken; n empower the Head of to maintain an updated register of all whistleblowing and retain documentation of whistleblowing investigations and reviews, and n evaluate requests submitted by the Head of regarding disclosure of the identity of whistleblowers who can be demonstrated to have acted in bad faith. The Committee consists of the Fiat S.p.A. Head of, General Counsel and Head of Human Resources and, by invitation, a representative of each Sector/Region/ Company directly involved in the whistleblowing.
Fiat Group 5 7. register The Register summarizes the essentials of all whistleblowing received (in particular: whistleblowing registration number, date of receipt, whether the whistleblowing is signed or anonymous, country, company, and business function, that received the whistleblowing) and guarantees the traceability of the preliminary evaluation and investigation conducted in accordance with the highest standards of security and confidentiality. records are filed in an encrypted IT system with limited access, located on the Fiat S.p.A. intranet and permits the Head of of Fiat S.p.A to access and update the data. The Head of of Fiat S.p.A ensures the preservation of the original documentation of whistleblowing received and all subsequent related supporting documentation in compliance with current privacy legislation. 8. Operating procedure and control points receipt A whistleblowing, whether signed or anonymous, may be submitted through a variety of channels: verbally (in person or by telephone) or by letter (external or internal mail, email). In particular, notifications can be sent to the following address: segnalazioni@fiatspa.com, directly managed by the Head of All whistleblowing received by the company, regardless of source and recipient shall be forwarded immediately to the Head of of Fiat S.p.A complete with original copy of all the supporting documentation received. Consequently, recipients of a whistleblowing shall destroy any copies of the notification received. Failure to report a whistleblowing received, constitutes a violation of this procedure, the Code of Conduct and the Compliance Program pursuant to Legislative Decree 231/2001 (in the case of Italian companies), which may result in the application of sanctions foreseen by the aforementioned documents. The Head of : n records all submitted whistleblowing on the Register; n prepares the Summary Sheet.
6 Fiat Group Investigation and review The Head of : n in relation to detailed whistleblowing (2), initiates the investigation and review process. This activity may be assigned to, Fiat S.p.A. Internal Audit, to the relevant Human Resources Department or to the relevant Corporate Security Officer. n Informs the parties concerned that their personal data is processed in relation to a whistleblowing only when it is deemed that no such notification would jeopardize the investigative process. Under no circumstances shall the whistleblower s identity be revealed to the denounced party, except where legally required; n may suspend or interrupt the investigation at any time if the whistleblowing is found to be groundless; n in cases where the whistleblower can be demonstrated to have acted in bad faith, may be authorized by the Committee to bring suit against the whistleblower; n updates the Register and the summary sheet, indicating the current status of the whistleblowing (dismissed, under investigation, etc.). Disciplinary measures The Committee : n is notified by the Head of concerning the findings of all investigations which have been concluded since the previous committee meeting, and collectively evaluates any proposed measures (3) which should be taken in order to apply the sanctions envisaged by the Group. Judicial proceedings may be instituted in accordance with established procedures if there are grounds for doing so; n assesses requests submitted by the Head of to disclose the identity of whistleblowers (if non-anonymous) who have been shown to have acted in bad faith, providing the necessary documentation to record decisions made during the meeting; The Head of : n files the minutes of the meeting; n retains documentation regarding investigations and any measures approved by the Committee ; n updates the summary sheet, indicating the decisions reached by the Committee ; n updates the Register with the current status of all whistleblowing; n notifies the whistleblower of the findings of the investigations concerning the whistleblowing, or the reasons for which the whistleblowing was dismissed; n monitors the progress of the measures agreed upon by the Committee ; n provides the Internal Control and Risk Committee and Board of Statutory Auditors with a periodic overview of whistleblowing activities performed, provided that the Board of Statutory Auditors and the Control and Risk Committee may have access, upon request, to detailed documentation regarding individual whistleblowing (whether dismissed, handled, or under investigation) and minutes of Committee meetings and regarding whistleblowing concerning financial statements, accounting, internal controls and auditing matters, may request further details (if necessary extending the investigation) and adopt supplementary measures. (2) Detailed whistleblowing A whistleblowing providing sufficient corroborating information to identify the alleged wrongdoing, the company/b.u. involved, the person(s) involved, the period in which the wrongdoing was committed, and if possible the value, cause and aim of the wrongdoing. Investigations are carried out to determine whether the whistleblowing is truthful or not. The purpose is thus to clear wrongfully accused persons, or handle the measures taken regarding the denounced parties or whistleblowers who are found to have acted knowingly in bad faith. (3) Measures may be taken against the denounced party, whistleblowers who have acted in bad faith, or parties, who by means of normal control activities or through internal audit, have shown to be guilty of misconduct.
Fiat Group 7 receipt Denounced Party Head of Head of Whistleblower Summary Sheet Assessment Positive Investigation and Review Negative Register
8 Fiat Group Investigation and Review Head of Human Resources Department Corporate Security Head of Results Resolution Head of Committee Head of Management Decision Register Whistleblower Confirmation proposed measures Board of Statutory Auditors and Internal Control and Risk Committee Demouncial Party
Fiat Group 9 Procedure implementation and dissemination toward employees and third parties Upon recommendation of the Head of of Fiat S.p.A, the Fiat S.p.A. Internal Control and Risk Committee evaluates the Management Procedure and submits it to the Board of Directors which, having heard the opinion of the Board of Statutory Auditors, resolves to approve it. Adoption of the procedure is reported to the Fiat S.p.A. Internal Control and Risk Committee. The following process shall be implemented to ensure that information concerning the procedure is effectively disseminated to all Group employees: n the Fiat S.p.A. CEO sends the text of the procedure to the CEOs and relevant Head of Human Resources of each Sector/Region and Company, empowering them to initiate the dissemination process. This procedure, which will be accompanied by a cover letter citing the regulations outlined in the Sarbanes-Oxley Act and the principles expressed in the Code of Conduct and the Compliance Program pursuant to Legislative Decree 231/2001, emphasizes the importance of uniform methods for handling whistleblowing within the Group, and specifies the objective and subjective requirements which whistleblowing must meet in order to qualify for further investigation; n the Management Procedure is posted on the Corporate Governance area of the Group intranet, and is translated into the languages used for the Code of Conduct; n the relevant Head of Human Resources for the Sector/Region and Company directly inform all management personnel and invite function heads to take appropriate action to inform their associates; n internal training courses shall provide an overview of the Management Procedure.