LensCrafters 2007 Annual Report Download - page 89

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> 88 | ANNUAL REPORT 2007
At the time of the appointment of the current Board of Directors, the principal shareholder provided to
the other shareholders relevant biographical information on each of the candidates so that the
shareholders’ meeting could formulate an informed opinion, pursuant to Article No. 17 of the By-laws.
It should be noted that the shareholders are entitled to present a list of candidates if and only if
they hold shares at least equal to the amount determined in the CONSOB Article 147-ter,
paragraph 1, Law Decree 58/1998.
Names and relevant biographical information of the designated candidates shall be submitted by the
qualified shareholder to the registered office of the Company no later than fifteen (15) days prior to
the Board of Directors meeting together with full evidence that the shareholder is entitled to do so.
Appointed Directors must have the professional qualifications and the good reputation required to
perform their duties efficiently and effectively.
The Board of Directors has determined that it is not necessary to establish an Appointment
Committee to propose candidates for appointment as directors, because the Shareholders have
not encountered any difficulties in proposing qualified candidates.
Compensation for the Directors. Shareholders approve the compensation for the directors.
The Board of Directors has the exclusive right to determine the fees payable to Directors
performing special roles, after prior consultation with the Human Resources Committee and the
Board of Statutory Auditors; furthermore, the Board shall determine the aggregate fees to be paid
to each member of the board, if such determination has not been made by the shareholders
meeting.
In particular, the shareholders meeting held on May 15, 2007 established a maximum of Euro
94,731 as the gross monthly fee to be paid to the Board until the approval of the financial
statements as of December 31, 2007, leaving to the Board the decision upon its appointment to
the members of the Board. On the same day, the Board resolved to apportion the gross monthly
fee of Euro 6, 766.50 to each member of the Board until the date of approval of the financial
statements as of December 31, 2007.
The Company’s chairman receives a fixed amount pursuant to Article No. 2389 of the Italian Civil
Code. In addition he also receives other compensation for his roles in the Company’s subsidiaries.
The chief executive officer’s compensation is comprised of a base wage as well as a variable
wage. The latter is linked to the Company’s performance. In addition, the chief executive officer
receives compensation for his managerial role within Luxottica.
The executive directors Mr. Luigi Francavilla, Mr. Roberto Chemello and Mr. Enrico Cavatorta
receive a base wage for their role as the Company’s executive managers. In addition, they receive
base compensation and variable compensation for their roles as Company’ directors. The variable
part is linked to the Company’s performance.
In addition, they will receive compensation for their roles as directors of the Luxottica S.r.l.
subsidiary.
Business managers performing strategic roles will receive a base wage and a variable wage. The
variable wage is linked to the Company’s performance.
Non-executive directors’ compensation packages are not linked to the Company’s performance
and they do not benefit from any stock, stock option, and/or other personal benefit plans.