LensCrafters 2007 Annual Report Download - page 90

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ANNUAL REPORT ON
CORPORATE GOVERNANCE 2007 | 89 <
More details related to total compensation, information about compensation committees,
performance-related compensation and liabilities in respect of executive management team’s
contracts can be found in the Appendix accompanying the approved December 31, 2007 financial
statements.
More details related to total compensation, stock option plans, performance-related compensation
and liabilities in respect of the chief executive officer’s contract, contracts of members of the Board
of Directors and executive directors’ contracts can be found in the December 31, 2007 financial
statements.
More details related to the Company’s stock option plans can be found in the documentation
pursuant to article No. 84-bis of the Regolamento Emittenti or available on the Company’s website.
Human Resources Committee. At the June 14, 2006 meeting, the Board of Directors appointed
the members of the Human Resources Committee.
At the February 19, 2007 meeting, the Human Resources Committee has been subsequently
modified in accordance with the principles contained in the Code of Conduct.
The Board selected and appointed the members of the Human Resources Committee from among
the non-executive members of the Board of Directors, of whom three serve as independent
directors.
Therefore, the Human Resources Committee members are: Mr. Gianni Mion, Mr. Roger Abravanel,
Mr. Claudio Costamagna and Ms. Sabina Grossi.
The Committee, whose meetings are regularly reported in the minutes, shall perform an
investigative and consultative role and make proposals to the Board of Directors of the Company
including the following:
• Recommending to the Board the aggregate compensation payable to the Company’s Directors
and determining the compensation criteria for the top management of the Company and of the
entire Group; and
• Reviewing the Luxottica Group employees’ incentive plans and the criteria for the composition
of the management bodies of the relevant subsidiaries.
The Committee regularly assesses the compensation criteria adopted for the top management of
the Company and the Group and supervises their application. It further controls the evolution and
application of the incentive plans approved by the Company and the Group.
The Committee shall hold a meeting whenever the Company’s Chairman believes it is necessary to
do so and/or when any of the HR committee members believes that it is necessary to do so. In
addition the Committee shall issue proposals independent of individuals who have an implicit
and/or explicit interest during a Committee’s meeting.
Whenever the committee believes that it is necessary, the Company’s managers are invited to
participate in HR Committee meetings.
The head of the Human Resources Department shall serve as Secretary to the Committee.
During the 2007 fiscal year the Human Resources Committee met as described in the attached
tables.
The committee has the power to request additional information regarding any business operations
in order to perform its role and/or, if necessary, to appoint external consultants.
At the February 14, 2008 meeting, the Board of Directors resolved to allocate Euro 25,000 to the HR