LensCrafters 2007 Annual Report Download - page 104

ANNUAL REPORT ON
CORPORATE GOVERNANCE 2007 | 103 <
SECTION III - SUMMARY OF THE MAJOR CORPORATE EVENTS
THAT OCCURRED AFTER THE CLOSING OF FISCAL YEAR 2007
Below is a summary of the major changes from the closing of fiscal year 2007 to the date of this
report. The most relevant have already been mentioned in preceding paragraphs.
The Board of Directors, during the meeting held on February 14, 2008:
a) approved, in accordance with the applicable criteria 1.C.1.(a) and 1.C.1.(b) of the Code of
Conduct, the annual report concerning the Luxottica Group organizational and accounting
corporate structure, identifying subsidiaries with strategic relevance;
b) evaluated, on the basis of the answers to a specific questionnaire on the size, composition and
functions of the Board itself and of the Committees relating to Application Criterion 1.C.1. (g),
the adequacy of the composition of the Board and the Committees and their respective
functions;
c) evaluated the independence of the present non-executive directors on the basis of the Code of
Conduct previously in force; those directors considered to be independent are Roger
Abravanel, Tancredi Bianchi, Mario Cattaneo, Claudio Costamagna, Lucio Rondelli and Gianni
Mion;
d) verified that the current composition of the Board of Directors is compatible with the criteria
established with respect to the maximum number of posts to be held in other companies;
e) decided, in compliance with Application Criterion 5.C.1.(e), to allocate specific funds to be
made available to the Internal Control Committee and the Human Resources Committee as well
as to the Board of Statutory Auditors in its capacity as Audit Committee and to the Supervisory
Body with the aim of providing them with adequate financial resources to perform their
respective tasks;
f) evaluated, in compliance with Application Criterion 8.C.1.(c), the adequacy, efficiency and
effectiveness of the internal control system as shown by the report in point (a) above and by the
Internal Control Committee Report;
g) reviewed the management structure in order to bring it into line with the changes in the
Company and therefore make it more appropriate for new operational needs by increasing the
power given to the Chief Executive Officer and formulating a proposal for changing article 23,
subsection 5, among others, of the Company’s by-laws, the proposal to be presented at an
extraordinary shareholders' meeting at the first possible opportunity; and
h) updated, as previously outlined, the Guidelines for Transactions with Related Parties and the
Group Procedures for the Appointment of External Auditing Companies.
In accordance with the provisions of the Company Governance Code, the Board of Auditors on
March 6, 2008 carried out an evaluation of the independence of the Directors on the basis of the
criteria established during the aforementioned board meeting on February 19, 2007. On the same
date, the Board of Statutory Auditors also verified that all conditions were met with respect to each
statutory auditor as outlined in the new Code of Conduct (articles 10.C.2 and 3.C.1). Finally, on
March 13, 2008, the Board of Directors reviewed the procedures relating to internal dealing and
the treatment of inside information.
Milan, March 13, 2008