LensCrafters 2007 Annual Report Download - page 86

ANNUAL REPORT ON
CORPORATE GOVERNANCE 2007 | 85 <
In 1976 he was awarded the badge of honour of Cavaliere di Gran Croce dell’Ordine per merito alla
Repubblica Italiana and in 1988 the President of Italy awarded him the badge of honour Cavaliere
dell’Ordine al Merito del Lavoro.
Mr. Rondelli serves as chairman of Assiparos GPA S.p.A., and is a member of the board of Spafid
and Arca S.g.r. S.p.A.
With respect to the maximum number of positions as members of the board or auditors in other
companies listed in regulated markets, in finance companies, banks, insurance companies or
other substantial companies that is compatible with service as a member of the board of Luxottica,
it should be noted that during the meeting held on February 19, 2007, the Board of Directors of
Luxottica has resolved to approve the following criteria:
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
The board agreed that, for multiple appointments: (i) the only relevant appointments that count
towards the maximum number are those as member of the board and/or internal auditor for
publicly-listed domestic and foreign companies, banks, financial and insurance companies and
other organizations with a market value equal or greater than Euro 1,000 million (hereinafter,
“Relevant Entities”); (ii) appointments by one or more Relevant Entities within the same holding
entity, including but not limited to Luxottica Group, will be counted as one, and the most senior
and/or higher management role will prevail in determining whether the appointment is permissible.
Appointments as member of the Board of Directors of companies other than the Luxottica Group
are acceptable according to the above-mentioned criteria.
The Chairman serves four relevant roles. During the meeting on February 14, 2008, the board
agreed that since the Chairman has no power of attorney in Luxottica and that his role in Beni
Stabili S.p.A is directly related to his role in Fonciere des Regiones, those appointments are
compatible with his role held in Luxottica Group.
It should be noted that neither the Articles of Association nor any board resolutions have
authorized, generally or conditionally, any derogations from the legal non-competition clause.
Except for with respect to the CEO, there are no agreements between the Company and its
Executives that provide for indemnities in case of resignations or dismissal without good reason or
if their employment ceases following a public offer to purchase the Company.
The Company provides the Executives with all the information that they need to be knowledgeable
about the Company‘s current situation.
Executive Directors. At the meeting on June 14, 2006, the board confirmed Mr. Leonardo Del
Vecchio as chairman of the Group, Mr. Luigi Francavilla as deputy chairman of the Group and Mr.
Andrea Guerra as chief executive officer of the Group.
Mr. Del Vecchio, as chairman of Luxottica, performs all the functions granted to him by the Articles
of Association; he also supervises the Internal Auditing function.
The chairman of Luxottica, despite his lack of executive managing powers, is still regarded as an
executive director due to his involvement in all the relevant and strategic decisions of Luxottica.
It should be noted that the chairman, through his control of Delfin S.a.r.l., is the majority
shareholder of the Company.