LensCrafters 2009 Annual Report Download - page 33

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STRUCTURE
OF THE GROUP | 31 <
CORPORATE MANAGEMENT
Luxottica Group’s governance system is based on a traditional management and control system with:
- shareholders who vote in ordinary and extraordinary meetings on, among other things, (i) appointment
and revocation of directors and statutory auditors and their fees, (ii) approval of financial statements and
allocation of profits, and (iii) changes to the by-laws.
- a board of directors whose duty is to create shareholder value; amongst its members, it appoints an
Internal Control Committee, which also assists the board in its internal control functions, and a Hu-
man Resources Committee, which provides consulting and recommendations on compensation for top
management positions and incentive plans and the composition of management structures for the main
subsidiaries);
Board of directors in offi ce
until the approval of the fi nancial
statements as of December 31,
2011
Leonardo Del Vecchio
Luigi Francavilla
Andrea Guerra
Roger Abravanel*
Mario Cattaneo*
Enrico Cavatorta
Roberto Chemello
Claudio Costamagna*
Claudio Del Vecchio
Sergio Erede
Sabina Grossi
Ivanhoe Lo Bello*
Marco Mangiagalli*
Gianni Mion*
Marco Reboa*
Chairman
Deputy Chairman
Chief Executive Offi cer
Member of the Human Resources Committee
Chairman of the Internal Control Committee
Chairman of the Human Resources Committee
Member of the Human Resources Committee
Member of the Internal Control Committee
and Lead Independent Director
Member of the Internal Control Committee
Member of the Human Resources Committee
Member of the Internal Control Committee
* Director satisfying the requirement of independence set forth in the Consolidated Financial Law and in the Self-Regulatory Code.
and
- a board of statutory auditors responsible for, among other things, overseeing compliance with the law and
with the Company by-laws, its principles of governance and organizational model. The board of auditors
also acts as an audit committee under the Sarbanes-Oxley Act.
Board of statutory auditors in
offi ce until the approval
of the fi nancial statements
as of December 31, 2011
Francesco Vella
Alberto Giussani
Enrico Cervellera
Alfredo Macchiati
Giorgio Silva
Chairman
Auditor
Auditor
Alternate auditor
Alternate auditor
The Company’s accounts are audited by a fi rm of accountants registered with Consob and appointed by the
Shareholders’ Meeting.