LensCrafters 2010 Annual Report Download - page 101

|99 >
REPORT ON
CORPORATE
GOVERNANCE
AND OWNERSHIP
STRUCTURE
The appointment of the Board of Statutory Auditors currently in office took place through the list–based voting system:
Enrico Cervellera, Alberto Giussani and Mario Magenes were appointed from the list submitted at the meeting of
April 2009 by the principal stockholder Delfin S.à r.l.; Francesco Vella and Alfredo Macchiati were appointed from the
minority list submitted at the meeting of April 2009 by investment funds (Pioneer Asset Management S.A., Pioneer
Investment Management SGR p.A., Arca SGR S.p.A., Stitching Pensioenfonds ABP, BNP Paribas Asset Management
SGR S.p.A., Monte Paschi Asset Management SGR S.p.A., Fideuram Investimenti SGR S.p.A., Fideuram Gestions S.A.,
Interfund SICAV). The minimum percentage of share capital required to present a list, as established by CONSOB, was
equal to 1%.
The addition to the Board with the appointment of Giorgio Silva took place through relative majority voting, with no list
constraints, based on the candidacy submitted by the principal shareholder, Delfin S.à r.l.
The lists and their support documentation, that were filed within the deadlines and presented at the meeting, are available
for review on the Company’s website under the Governance/GM section.
The procedures for the appointment of auditors are governed by article no. 27 of the Company by–laws; for more
information, please refer to the same.
A candidate list for the appointment of the Board of Statutory Auditors may be submitted by any shareholder who – at the
time the list is submitted – owns, on their own or jointly with other shareholders submitting the list, a shareholding equal
to at least the minimum shareholding determined by CONSOB pursuant to article no. 147–ter, paragraph 1, of Italian
Legislative Decree 58/1998.
The lists must be deposited at the registered office of the Company no less than twenty–five days before the day set for
the shareholders meeting called to pass resolution on the appointment of the Auditors.
The lists must contain the names of one or more candidates holding the position of Statutory Auditor and one or more
who hold the position of Substitute Auditor. The names of the candidates are marked under each section (statutory
Auditor section, substitute Auditor section) by a progressive number and in any case must not exceed the number of
members to be chosen by the body.
The lists furthermore contain, also as an attachment:
information regarding the identity of the shareholders that submitted the lists, with the indication of their overall (i)
percentage shareholding;
a statement from the shareholders other than those that hold, also jointly, a controlling or relevant majority (ii)
shareholding, attesting to the absence of linked relationships with the latter provided for by Art. 144–quinquies of the
Regulations for Issuers;
comprehensive information on the personal and professional characteristics of the candidates, as well as a statement (iii)
from these candidates attesting that they satisfy the requirements provided for by law and to their acceptance of the
candidacy, complete with a list of director and control duties held by these candidates in other companies.
The Company makes the lists and related attachments available to the public at its registered office, on its website and
using the other methods established by CONSOB, at least twenty–one days before the date fixed for the shareholders
meeting.
The ownership of the minimum shareholding, which is required in order to be able to submit the lists, is determined by
taking the number of registered shares of the shareholders submitting the list into consideration on the day the list is
submitted to the Company compared to the total subscribed share capital on that date. The relevant certification may
also be presented to the Company after the list has been submitted, provided that this is done before the date that the
Company has fixed for the publication of the lists.