LensCrafters 2006 Annual Report Download - page 71

ANNUAL REPORT ON
CORPORATE GOVERNANCE 2006 |71 <
signature guarantees on third parties’ debts, and if on its own debts or on debts of companies
belonging to Luxottica Group, for amounts exceeding the limits of the existing overdrafts facilities;
(vi)Implementing transactions to cover the exchange and rate risks, such as for instance
transactions for the purchase and sale of currency futures, currency swaps, interest rate swaps,
call and put options, for an amount exceeding Euro fifty (50) million for each transaction.
Pursuant to the resolution passed on February 19, 2007, as from the current year, the Board of
Directors assess the adequacy of Luxottica’s general organizational, administrative and
accounting structure and of those Luxottica’s subsidiaries having strategic relevance, also
according to the conditions further described in Section VIII of this Report.
The Board of Directors grants and revokes managing powers, defining their limits and conditions
of exercise. For a more detailed description concerning the managing powers currently granted to
Directors, as well as the frequency with which they must report to the Board on the activities
carried out exercising such authorities, please refer to the following paragraph “Executive
Directors” in this Section II.
The Board, prior to consultation with the Human Resources Committee and the Board of Statutory
Auditors, has the exclusive right to determine the fees payable to Directors in charge of special
missions as well as, failing a Shareholders’ meeting determination, to decide upon the
apportionment of the aggregate fees to be paid to each member of the Board. For a more detailed
description concerning the above-mentioned fees, please refer to the paragraph in this Section II
titled “Directors’ remuneration”.
The Board of Directors assesses the general management trend, taking into account, in particular,
the information of the managing bodies and of the Internal Control Committee, as well as regularly
comparing the results achieved with the provisional ones.
In particular,the Board makes its assessments taking into account the information received by the
Chief Executive Officer who, on the basis of the directives received by the Board, supervises all
business structures and makes proposals to be submitted to the Board on the organizational
structure of the Company and of the Group, the general development and investment plans, the
financial plans and provisional financial statements, as well as on any other matter he is submitted
by the Board.
The Directors refer to the other Directors and to the Board of Statutory Auditors those transactions
upon which they have an interest on their own or on behalf of third parties, or transactions affected
by the entity exercising the activity of guidance and coordination.
In compliance with the resolution passed on February 19, 2007, as from the current year, the Board
of Directors assesses the size, composition and operation of the Board itself and of the
committees, also in accordance with the conditions further described in Section VIII of this Report.
During fiscal year 2006, Luxottica’s Board of Directors met ten times. When the Board considered
it advisable to analyze in greater detail certain matters on the agenda, certain officers of the
Company and of the Luxottica Group were invited to participate in the meetings, only in respect of
those matters. At the meetings, the relevant documents and information required to take the
Board’s decisions were made properly and timely available to the Directors.
In January 2007, the Company made available the timetable of the corporate events of 2007 fiscal
year; for which six meetings of the Company’s Board of Directors are envisaged.