LensCrafters 2006 Annual Report Download - page 70

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>70 | ANNUAL REPORT 2006
The corporate governance of the Group is based on five key principles:
1) Overall values clearly defined, acknowledged and shared;
2) Central role of the Board of Directors;
3) Effectiveness and transparency of management decisions;
4) Adoption of an adequate internal control system;
5) Adoption of proper and transparent rules governing related parties transactions, internal
dealing, infra-group transactions and treatment of inside information.
With reference to the first key principle above, Luxottica Group's Code of Ethics commits all those
working for Luxottica to ensure that the overall activities of the Group are carried out: in compliance
with all relevant laws; in fair competition; with honesty, integrity and correctness; and, in the
legitimate interests of shareholders, employees, customers, suppliers, sales and financial partners,
as well as in the interest of the communities in which Luxottica operates.
II. BOARD OF DIRECTORS
Role and duties. The Board of Directors has a central role in Luxottica’s corporate governance.
It is duly authorized and responsible for guiding and managing the entire business, maximizing
shareholder value and ensuring that the expectations of other stakeholders are met.
To this end, the Board resolves upon all matters aimed to achieve the Group's corporate purpose,
except for those matters which, under the applicable law or the By-laws, are expressly reserved to
the Shareholders' Meeting.
Pursuant to Art. 23 of the By-laws, the Board of Directors is vested with the exclusive right to
resolve upon any of the following matters:
1) The definition of general development and investment strategies and of the objectives of the
Company and of the entire Group;
2) The issuance of the provisional financial statements;
3) The definition of the financial plans and the approval of the indebtedness transactions
exceeding twelve (12) months’ duration;
4) The approval of agreements having strategic nature, such as those having significant economic
value or in any case involving liabilities for the Company exceeding three (3) years’ duration.
Furthermore, by resolution dated June 14, 2006, Luxottica’s Board of Directors reserved the
exclusive and prior competence to resolve upon certain relevant matters, such as, inter alia:
(i) Acquisition, sale, disposal, contribution of interests, businesses (azienda) or business units
(rami di azienda) or real estate having a value in excess of Euro two (2) million or in any case
exceeding the provisional financial statements;
(ii) Obtainment of overdrafts facilities or loans in general, by banking, financial or trade institutions
for an amount exceeding Euro ten (10) million for each transaction;
(iii) Carrying out debt transactions, except intra-group transactions, on bank accounts of the Company
c/o banking institutions and post offices, for an amount exceeding Euro ten (10) million;
(iv) Releasing and granting towards banking and financial institutions, and other third parties real
securities on third parties’ debts, and if on its own debts or on debts of companies belonging to
Luxottica Group, for amounts exceeding, in the aggregate, for each Institution, Euro fifteen (15) million;
(v) Releasing and granting towards banking and financial institutions, and other third parties