LensCrafters 2003 Annual Report Download - page 36

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COMPOSITION AND ROLE OF THE BOARD OF DIRECTORS
Luxottica Group’s by-laws provide that the Group to be governed by a Board of Directors composed of a
minimum of three and a maximum of eleven members, who need not to be shareholders, with the exact number to be
determined by a resolution approved at by the Shareholders’ Meeting.
Luxottica Group’s Board of Directors as of the date of this report consists of nine members appointed by the
Shareholders’ Meeting on June 25, 2003. This Board will remain in office until it has approved Luxottica Group’s
financial statements for fiscal year 2005. The Board of Directors consists of the following individuals:
• Leonardo Del Vecchio, 69: Chairman, member of the Executive Committee, member of the Control Committee
• Luigi Francavilla, 67: Vice Chairman, member of the Executive Committee
• Roberto Chemello, 50: Managing Director, member of the Executive Committee
• Enrico Cavatorta, 43: Director
• Claudio Del Vecchio, 47: Director
• Sabina Grossi, 39: Director, member of the Executive Committee
• Tancredi Bianchi, 76: Director, member of the Internal Control Committee
• Mario Cattaneo, 74: Director
• Lucio Rondelli, 80: Director, member of the Executive Committee, Chairman of the Internal Control Committee.
A detailed description of Luxottica Group’s Board of Directors’ competences and delegated responsibilities is
available from the Group’s corporate website at www.luxottica.com.
Four of Luxottica Group’s directors are non-executive: Tancredi Bianchi, Mario Cattaneo, Claudio Del Vecchio and
Lucio Rondelli. Claudio Del Vecchio also holds executive offices of certain of the Group’s subsidiaries. The Group
believes that the number of non-executive directors and their stature ensures that their views carry significant weight
when Board decisions are taken.
It should also be mentioned that Tancredi Bianchi, Mario Cattaneo and Lucio Rondelli are independent directors
according to Borsa Italiana’s Corporate Governance Code of Listed Companies. The Board of Directors has assessed
that the level of independence of Luxottica Group’s directors meets the guidelines of Article 3 of the same Corporate
Governance Code of Listed Companies, confirming the independence of the three directors.
Division of Areas of Competence and Delegated Responsibilities
The Board of Directors has broad powers of ordinary and non-ordinary management, except for matters reserved
by law to the Shareholders’ Meeting. In particular, the Board of Directors has exclusive competence over:
- The definition of the Group’s general plans of growth and investment as well as goals
- Setting the budget
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- The definition of the financial strategy and the approval of borrowing transactions exceeding 18 months.
In addition to the above, the Board of Directors:
- grants and revokes powers to the members of the Board of Directors and to the Executive Committee, sets out
the terms and conditions for the exercise of such powers and provides that such persons report to the Board of
Directors quarterly as regards the transactions carried out pursuant to the powers granted
- examines and approves the Group’s transactions having a significant economic, patrimonial and financial impact,
also on the activities of the subsidiaries, with particular attention to those involving related parties. To this end, on
March 20, 2003, the Board of Directors adopted guidelines which set internal procedures for the approval of
significant transactions and those involving related parties.
- supervises the proper management of Luxottica Group on the basis of the reports that directors to whom
responsibility for specific areas of the business has been delegated submit periodically to the Board of Directors
- assesses the adequacy of the overall organizational structure of Luxottica Group
- assesses the adequacy and performance of the Internal Control system also on the basis of reports received from
the Internal Control Committee, from the Managing Director and from the Internal Control Supervisor
- reports to the shareholders at the Shareholders’ Meeting.
Within the Board of Directors the Executive Committee consists of five members, the Chairman (Leonardo Del
Vecchio), the Vice Chairman (Luigi Francavilla), the Managing Director (Roberto Chemello) and directors Sabina Grossi
and Lucio Rondelli.
Management powers are delegated to the Executive Committee regarding the following matters:
- purchase and sale of assets (real assets or stakes) having an overall value of up to _ 150 million, provided that they
do not exceed 20% of the amount provided in the provisional financial statement and the investment program
approved by the Board of Directors;
- financing transactions of a value exceeding _ 150 million provided that they do not involve borrowing transactions
of over 18 months;
- transactions submitted for their examination on an urgent basis by the Chairman.
The Executive Committee also has the power to delegate to one or more of its members the execution of
decisions taken by the Committee.
The Board of Directors has also established the powers of the Chairman, the Vice Chairman and the Managing
Director on the basis of the division of the Group’s organizational structure into areas of activity, assigning to each the
supervision of their respective operating units. In particular the Board of Directors has ordered that:
- the Corporate Area (Legal, Human Resources/Organization, Investor Relations/ Communication, Administration
Finance and Control of Management, Information Technology) should report to the Chairman;
- the Production Area (Production, Purchasing, Logistics, Planning, Product/Design, Quality Control and Research