LensCrafters 2006 Annual Report Download - page 74

The Chief Executive Officer, Mr. Andrea Guerra, has full authority to manage the Company,
according to the guidelines and within the limits of the strategic plans approved by the Board of
Directors, except for those powers reserved to the Board by law, the Company’s By-laws or by
resolutions of the Board.
Furthermore, on the basis of the directives received by the Board of Directors, the Chief Executive
Officer supervises all business structures. He also draws up the proposals to be submitted to the
Board of Directors as to the organizational structure of the Company and of the Group, the general
development and investment strategies, the financial strategies and the provisional financial
statements, as well as in respect of any other matter submitted to him by the Board. He ensures
that the organizational, administrative and accounting functions be appropriate considering the
nature and size of the company.
By resolution taken on February 19, 2007, the Board resolved for the Internal Auditing chief to
report to the Chairman and the Chief Executive Officer. In this respect, please see Section VIII of
this Report.
Directors Messrs. Enrico Cavatorta, Roberto Chemello and Luigi Francavilla were granted with
powers of attorney enabling them to execute transactions below certain value thresholds.
Deputy Chairman Mr.Luigi Francavilla and Directors Messrs. Roberto Chemello, Enrico Cavatorta
and Claudio Del Vecchio hold positions which involve extensive managing powers in significant
industrial and commercial subsidiaries.
Therefore, the Board includes six Executive Directors: Messrs. Leonardo Del Vecchio, Andrea
Guerra, Enrico Cavatorta, Luigi Francavilla, Roberto Chemello and Claudio Del Vecchio.
Pursuant to the Company’s By-laws, the empowered Directors report to the Board of Directors and
to the Board of Statutory Auditors in due time and at least on a quarterly basis on the general trend
of the management and on the exercise of their managing powers, as well as on the most relevant
economic, financial and asset transactions carried out by the Company and its subsidiaries.
Non-Executive and Non-Independent Directors. In the light of the statements made, Directors Mr.
Sergio Erede and Ms. Sabina Grossi, are considered as Non-Executive and Non-Independent Directors.
Independent Directors. Among its members, the Board includes the following six Independent
Directors: Messrs. Roger Abravanel, Tancredi Bianchi, Mario Cattaneo, Claudio Costamagna,
Lucio Rondelli and Gianni Mion.
The Board assessed the independence of the above mentioned Directors on the basis of the
criteria provided by the Corporate Governance Code in place before March 2006. However, the
Board resolved to comply with the new criteria provided under the Corporate Governance Code
(i.e. as amended in March 2006), as set out in Section VIII of this Report.
The above mentioned Independent Directors, Messrs. Tancredi Bianchi, Mario Cattaneo, Gianni
Mion, Lucio Rondelli, Claudio Costamagna and Roger Abravanel, hold the independence
requisites provided under Art. 148, paragraph 3, TUF.
On February 19, 2006, the Board of Directors designated a Lead Independent Director to manage
the coordination of the requests and contributions of the Independent Directors. In this respect,
please refer to Section VIII of this Report.
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