LensCrafters 2007 Annual Report Download - page 81

> 80 | ANNUAL REPORT 2007
SECTION II - INFORMATION ON THE IMPLEMENTATION OF THE
CODE OF CONDUCT
I. BOARD OF DIRECTORS
Role and duties. The Board of Directors plays a central role in Luxottica’s corporate governance.
The Board is duly authorized and responsible for guiding and managing the entire business,
maximizing shareholder value and ensuring that the expectations of other stakeholders are met.
To this end, the Board resolves upon all matters aimed to achieve the Group’s corporate purpose,
except for those matters which, under applicable law or the By-laws, are expressly reserved to the
Shareholders’ Meeting.
Pursuant to Art. 23, Paragraph 5, of the By-laws, the Board of Directors is vested with the exclusive
right to resolve upon any of the following matters:
1. the definition of general development and investment strategies and of the objectives of the
Company and of the entire Group;
2. the issuance of the provisional financial statements;
3. the definition of the financial plans and the approval of the indebtedness transactions
exceeding twelve (12) months’ duration; and
4. the approval of agreements having a strategic nature, such as those having significant economic
value or in any case involving liabilities for the Company exceeding three (3) years’ duration.
Moreover, the Board of Directors may exercise its power with respect to any matters outside the
discretionary scope and executive powers of the Group’s Chief Executive Officer (the “CEO”) and
on any matters relating to the Company and its subsidiaries that are of strategic importance and/or
of significant economic value, i.e. with an economic value exceeding Euro 30 million.
The Board, during its meeting on March 13, 2008, proposed to modify Article 23, Paragraph 5, of
the Articles of Association. This proposal will be submitted to the extraordinary Shareholders
Meeting at the time that the 2007 financial statements are submitted for approval. More details on
this subject can be found within the Directors’ report to the ordinary and extraordinary meeting of
shareholders’. This report will be published in accordance with statutory provisions.
Pursuant to a resolution passed on February 19, 2007, the Board of Directors also assesses the
adequacy of the general organizational, administrative and accounting structure of the Company
and of those subsidiaries having strategic relevance, through the examination of a report for each
financial year prepared by the Group’s Internal Auditing function.
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 in
exercising such powers, please see the paragraph entitled “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 tasks, 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 see the paragraph in this Section II entitled “Directors’ remuneration.”
The Board of Directors assesses the general management trend, taking into account, in particular,