LensCrafters 2006 Annual Report Download - page 88

(e) In compliance with the Application Criterion 2.C.3., to appoint Mr. Lucio Rondelli as Lead
Independent Director;
(f) To adhere to the criteria for the assessment of Directors’ independency provided under the
Corporate Governance Code, to which it shall comply, with respect to the Application Criterion
3.C.1. at next Board of Directors renewal;
(g) To assess the current Non-Executive Directors’ independence on the basis of the corporate
governance code formerly in force and, therefore, to consider independent the Directors
Messrs. Roger Abravanel, Tancredi Bianchi, Mario Cattaneo, Claudio Costamagna, Lucio
Rondelli and Gianni Mion;
(h) In compliance with the Application Criterion 5.C.1.e), to allot specific funds that shall be made
available to the Internal Control Committee and the Human Resources Committee, as well as to the
Board of Statutory Auditors in its quality of Audit Committee and to the Supervisory Body, for the
purpose of providing them with appropriate financial resources to perform their respective tasks;
(i) Not to consider necessary the setting up of the Appointments Committee, since the Company’s
By-laws already provide that the minority shareholders are entitled to appoint one Director and,
furthermore, also in light of the peculiar shareholdings structure;
(l) To appoint the new members of the Human Resources Committee among the Non-Executive
members of the Board. As of today,therefore, the Committee comprises Messrs. Gianni Mion,
Roger Abravanel, Ms. Sabina Grossi and Mr.Claudio Costamagna;
(m) To appoint as Chief Executive Officer Mr. Andrea Guerra, Executive Director in charge of
supervising the operation of the Internal Control system, with tasks and functions set out in the
Corporate Governance Code;
(n) In compliance with the Application Criterion 8.C.1.c), to approve the assessment on the
adequacy,efficacy and effectiveness of the internal control system, as it results from the report
under letter a) above and from the Internal Control Committee Report; as specified under letter
a) above, the Board further established that the above report be drawn up and approved every
year, in order to allow the Board, inter alia,to carry out the above mentioned assessment on the
internal control system.
With reference to letter g) above, it is hereby underlined that on February 19, 2007, the Board
established that the compliance with the principles set forth by the Corporate Governance Code as
per the Application Criterion 3.C.1., particularly with reference to the one relating to the term of the
mission, runs from the renewal of next Board of Directors, as provided when approving the
financial statements as of December 31, 2008; therefore, the independence assessment of the
Non-Executive Directors currently composing the Board was made on the basis of the corporate
governance code formerly in force, and it allows considering as independent Messrs. Roger
Abravanel, Mario Cattaneo, Claudio Costamagna, Gianni Mion, Tancredi Bianchi and Lucio
Rondelli, although the two latter have been members of the Board for more than nine years.
With reference to letter c) above, from the auto-assessment questionnaires has appeared an
overall frame of adequacy as to the composition and functioning both of the Board of Directors
and the Internal Control Committee, and of the Human Resources Committee.
In compliance with the provisions of the new Corporate Governance Code, the Board of Statutory
Auditors on March 2, 2007 made the Directors’ independence assessment on the basis of the
criteria established during the above mentioned board meeting held on February 19, 2007.
Furthermore, at its meeting of March 2, 2007, the Board of Statutory Auditors also proceeded to
verify if all conditions were met in respect of each Statutory Auditor on the basis of the criteria
established by the new Corporate Governance Code (Articles 10.C.2 and 3.C.1).
March 5, 2007
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