LensCrafters 2007 Annual Report Download - page 87

> 86 | ANNUAL REPORT 2007
At the meeting on February 14, 2008, the board agreed to review and modify some of the powers
of the chief executive officer of the Company in order to take into consideration the new structure
of the Group and to better respond to the new challenges of global economic integration.
The chief executive officer manages the Company, subject to the following limitations on his
authority. Where any of the thresholds stated below have been changed, the ones in use before
are expressly stated.
a) To enter into commercial agreements of strategic importance, and those where the economic
value is greater than Euro 30 million, either as a single transaction or multiple transactions when
dealing with operations of the same nature or with the same scope and concluded in the same
context;
b) To conduct any acquisition, disposal, alienation and/or merger of controlling interest of
business units or any real estate assets with an economic value equal to or greater than Euro
10 million. This limitation applies to a single transaction and/or multiple transactions of the
same nature or with the same scope. The previous threshold was fixed at Euro 2 million.
c) To sign any bank, financial company and/or commercial company line of credit if the
commitment has an economic value equal to or greater than Euro 15 million for a single
transaction. The previous limitation was fixed at Euro 10 million.
d) To sign any commitment that involves net indebtedness with an economic value equal to or
greater than Euro 15 million in a single transaction. This limitation applies to a single transaction
and/or multiple transactions of the same nature or with the same scope. The previous threshold
was fixed at Euro 10 million. This limitation does not apply to indebtedness and/or transactions
for intra-holding purposes, indebtedness and/or transactions for payment of taxes or equivalent
purposes, or indebtedness and/or transactions for wage payment purposes.
e) To underwrite any eligible collateral with an economic value equal to or greater than Euro 15
million. The limitation applies to any credit guarantees and/or deeds with an underlying asset
represented by a third party’s credit, a partnership’s debts and/or intra-group debts in favour of
commercial banks, investment banks, financial companies and/or third parties.
f) To underwrite any collateral loan and/or collateral note with an economic value equal to or
greater than Euro 15 million. The limitation applies to any credit guarantees and/or deeds with
an underlying asset represented by a third party’s credits. However, if the credit guarantees are
a partnership’s debts and/or intra-group debts, the fixed threshold applies. Previously, the chief
executive officer did not have any authority to underwrite collateral loans and/or collateral notes
guaranteed by third parties’ debts, although he was authorised to underwrite collateral loans
and/or collateral notes guaranteed by a partnership’s debts and/or intra-group debts to the
extent of the existing threshold.
g) To underwrite and/or trade any positions to hedge against foreign exchange risk and interest
rate risk such as buying and/or selling interest futures, currency futures, currency swaps,
interest rate swaps and currency call/put options if the economic value of the underlying assets
is equal to or greater than Euro 50 million. The purposes of the risk hedging could be for a
single transaction and/or for multiple transactions with the same nature and/or the same scope.
The Chief Executive Officer is authorised by the board to manage and supervise all the Group’s
business units according to guidelines approved by the board. He also makes proposals to be
submitted to the Board regarding the organisation of the Company and of the Group, the general
development and investment programs, the financial programs and the budget as well as
regarding any other matter the Board might require. He makes sure that the organisation,
administration and accounting structure of the Company is appropriate to its nature and size.
The Chief Executive Officer has been appointed to supervise the internal auditing function
consistent with the requirements of the Code of Conduct.