LensCrafters 2007 Annual Report Download - page 88

ANNUAL REPORT ON
CORPORATE GOVERNANCE 2007 | 87 <
Mr. Luigi Francavilla, Mr. Enrico Cavatorta and Mr. Roberto Chemello have been authorized by the
Company to trade, manage and/or underwrite transactions with an economic value no greater than
Euro 10 million.
Mr. Luigi Francavilla, deputy chairman, Mr. Andrea Guerra, chief executive officer, Mr. Roberto
Chemello, director, and. Mr. Enrico Cavatort, chief financial officer, are directors of numerous
Luxottica Group subsidiaries.
Therefore, the executive officers are the following: Mr. Leonardo Del Vecchio, Mr. Luigi Francavilla,
Mr. Andrea Guerra, Mr. Enrico Cavatorta and Mr. Roberto Chemello.
Executive directors, as stated in the by-laws, assist the board and/or its audit committee promptly
and in any case no longer than three (3) months, delivering an objective evaluation of the existing
risk and internal control framework, an objective review of operating and financial performance, an
assessment of the Company’s accomplishment of corporate goals and objectives, a systematic
analysis of the business process and associated control for the Company and its subsidiaries.
Non-Executive and Non-Independent Directors. Mr. Claudio Del Vecchio, Mr. Sergio Erede and
Ms. Sabina Grossi are non-executive and non-independent directors.
Independent Directors. The Company’s independent directors are: Mr. Roger Abravanel, Mr. Tancredi
Bianchi, Mr. Mario Cattaneo, Mr. Claudio Costamagna, Mr. Lucio Rondelli and Mr. Gianni Mion.
The Board, in the meeting of February 19, 2007 resolved to assess the independence of the
above mentioned Directors on the basis of the criteria set forth in the Code of Conduct that was
in place before March 2006. However, the board resolved to comply with the new criteria set
forth in the Code of Conduct as amended in March 2006 by the time the new board is appointed
by the shareholders meeting that will be held to approve the financial statements as of
December 31, 2008.
The Board of Statutory Auditors verified that the above-mentioned directors can be considered
independent under these criteria.
Mr. Tancredi Bianchi, Mr. Mario Cattaneo, Mr. Gianni Mion, Mr. Lucio Rondelli, Mr. Claudio
Costamagna and Mr. Roger Abravanel can be considered independent representatives on the
board, and their status is granted to the extent of the article No. 148, subsection No. 3 of TUF.
Mr. Lucio Rondelli serves as Lead Independent Director. He coordinates and supervises the work
of the independent directors.
During the 2007 fiscal year, the Lead Independent Director did not call an Independent Director
meeting since the number of meetings has been more than adequate to discuss, verify and audit
any relevant issue.
As it was envisaged that the issuing companies would understand the requirements of the Code of
Conduct by the end of 2006, the Board of Directors, on the first possible occasion after its
appointment, which occurred in June 2006, had not assessed the independence requirements of
each Director.
Appointment of Directors. The shareholders’ meeting appointed the Board of Directors at the
June 14, 2006 meeting.
The shareholders elected the directors following the procedures contained in the By-Laws
approved at the time, which did not envisage list-based voting.