LensCrafters 2006 Annual Report Download - page 87

ANNUAL REPORT ON
CORPORATE GOVERNANCE 2006 |87 <
Information concerning periodical reports and any significant events/transactions is promptly
circulated to the public as well as being published on Luxottica’s website.
VIII. SUMMARY OF THE MAJOR CORPORATE EVENTS WHICH OCCURRED AFTER THE
CLOSING OF FISCAL YEAR 2006
In compliance with the recommendations of the Guidelines on Corporate Governance, please find
below a summary of the major changes which occurred from the closing of fiscal year 2006 to the
date of presentation of this Report.
In compliance with the new version of the Corporate Governance Code, drawn up by Borsa Italiana
in March 2006, at the meetings held on February 19, 2007 and March 5, 2007, following deep
analysis of the Company’s corporate governance framework and of the Group’s structure, as well
as of the assessment of the Company’s organizational, administrative and accounting structure
adequacy,the Company’s Board of Directors resolved:
(a) Pursuant to the application criteria no. 1.C.1. a) and 1.C.1. b) of the Corporate Governance
Code, to approve a report concerning the Luxottica Group corporate, organizational and
accounting structure, identifying the subsidiaries with strategic relevance; the Board further
established that the above mentioned report must be drawn up and approved every year, in
order to allow the Board to assess the general Company’s organizational, administrative and
accounting structure adequacy according to the terms and the parameters above mentioned,
in compliance with the provisions of the Corporate Governance Code;
(b) Toestablish that the person in charge of the Internal Audit reports not only to the Chairman but
also to the Chief Executive Officer;
(c) In compliance with the Application Criterion 1.C.1. g), to approve the specific assessment
questionnaire adopted for the purpose of assessing the Board and Committees size,
composition and functioning, as well as the application outcomes of the above questionnaire;
the Board has further established that the above questionnaire must be drawn up and approved
every year,in order to allow the Board to assess the Board and Committees size, composition
and functioning, in compliance with the provisions of the Corporate Governance Code;
(d) In compliance with the Application Criterion 1.C.3., to approve, as expression of the Board’s
orientation the maximum number of offices as Director or Statutory Auditor in other listed
companies, in finance, banking, insurance and/or significant companies, compatible with the
office as Director in Luxottica Group S.p.A., as set out in the following table:
Maximum number of offices as Director or Statutory Auditor in other companies
Listed companies, finance, banking, insurance and/or significant companies
Executive 3 + Luxottica
Non-Executive 9 + Luxottica
It is further established that, for the purpose of said offices accumulation: (i) only the offices as
Director or Statutory Auditor possibly performed in other companies listed in regulated markets
(also foreign ones), in finance, banking, insurance companies or significant companies shall be
considered; these latter are meant as those companies having an aggregate value of business
or a turnover exceeding Euro 1,000 million (hereinafter,the “Relevant Companies”), (ii) the
offices performed in more Relevant Companies within the same Group, including Luxottica
Group, must be regarded as a sole office, prevailing the one implying the greatest professional
engagement (i.e. the executive one);