LensCrafters 2005 Annual Report Download - page 81

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> 80 | ANNUAL REPORT 2005
Mr. Sergio Erede
Member of the Board of Directors of Autogrill S.p.A., Carraro S.p.A., Interpump Group S.p.A., Marzotto
S.p.A., Valentino Fashion Group S.p.A. and Galbani S.p.A.
Mr. Gianni Mion
Chief Executive Officer of Edizione Holding S.p.A., member of the Board of Directors of Benetton Group
S.p.A., Autogrill S.p.A., Autostrade S.p.A., Olimpia S.p.A. and Telecom Italia S.p.A.
Mr. Lucio Rondelli
Chairman of Assiparos GPA and Banca Italease, member of the Board of Directors of Spafid.
Independent Directors. Based on the criteria specified by Borsa Italiana and the SEC, in the light of the
representations made by the members of the Board of Directors, four out of twelve members of the Board are
considered to be independent: Messrs. Tancredi Bianchi, Mario Cattaneo, Gianni Mion and Lucio Rondelli.
Executive Directors. On July 27, 2004, the Board accepted the wish of both the Chairman and the
Deputy Chairman to relinquish their operational responsibilities and authority. The Chairman now retains
only those functions reserved to him pursuant to the law and to Luxottica Group’s by-laws, and
supervises the activity of the Internal Auditing function.
On September 14, 2004, the Board reappointed Mr. Leonardo del Vecchio as Chairman of the
Company, Mr. Luigi Francavilla as Deputy Chairman, and Mr. Andrea Guerra as Chief Executive Officer.
The Chairman, despite his lack of operating authority, continues to be considered as an Executive Director
because of his commitment to Luxottica Group and his involvement in all principal strategic decisions.
The Chief Executive Officer, Mr. Andrea Guerra, has full day to day authority in respect of Luxottica
Group. His authority is set out in the resolutions made and the guidelines issued by the Board of
Directors, although it does not extend to those powers reserved to the Board either at law, by the
Company by-laws or by Board resolutions. His authority is also subject to an overriding limit in respect
of decisions or activities which would exceed a certain value threshold.
The Chief Executive Officer has granted powers of attorney to three Directors, Mr. Enrico Cavatorta, Mr.
Roberto Chemello and Mr. Luigi Francavilla, enabling them to execute transactions below a certain
value threshold.
Mr. Luigi Francavilla, Deputy Chairman, and Messrs. Roberto Chemello and Claudio Del Vecchio,
Directors, hold positions which involve extensive operational authority in industrially and commercially
significant companies within the Group.
The Board therefore includes six Executive Directors: Messrs. Leonardo Del Vecchio, Andrea Guerra,
Enrico Cavatorta, Luigi Francavilla, Roberto Chemello and Claudio Del Vecchio.
Non-Executive and Non-Independent Directors. In the light of the representations made, two of the
Directors, Mr. Sergio Erede and Ms. Sabina Grossi, are considered to be non-Executive and non-
Independent Directors.
Appointment of Directors and Directors’ Remuneration. So far, the Board of Directors has not
considered it necessary to set up a Committee for Proposals for Appointment to the Board of Directors
because there have never been any difficulties on the part of the shareholders in preparing these
proposals for appointment.