LensCrafters 2010 Annual Report Download - page 102

ANNUAL REPORT 2010> 100 |
In the event that at the expiry of the deadline for the submission of the lists, one list only has been submitted, or lists have
been submitted by shareholders who are linked to each other pursuant to the applicable provisions, additional lists may
be submitted up to four days after such date or up to the date that may be set by binding laws in force at that time. In this
case, the above thresholds set for the submission of lists are halved.
A shareholder may not submit or vote for more than one list, either individually, through a third party or through trustee
companies. Shareholders belonging to the same group and shareholders who are party to a shareholders’ agreement with
respect to the issuer’s shares, may not submit or vote for more than one list, even through a third party or through trustee
companies. A candidate may appear on one list only, under penalty of ineligibility.
The Auditors are appointed as follows: (i) from the list which received the highest number of votes (“Majority List”), two
statutory Auditors and one substitute Auditor are appointed, according to the progressive order in which they appear on
the list; (ii) from the list which received the second highest number of votes and which may not be linked, even indirectly,
to the shareholders who submitted or voted for the Majority List pursuant to the applicable regulations (“Minority List”), a
statutory Auditor, who is to become the Chairman of the Board of Statutory Auditors (“Minority Auditor”), and a substitute
Auditor (“Minority Substitute Auditor”) are appointed, according to the progressive order in which they appear on the list.
In the event the lists receive the same number of votes, the list submitted by the shareholders who hold the higher number
of shares when the list is submitted or, alternatively, by the higher number of shareholders, shall prevail.
In the event that one single list has been submitted, the shareholders meeting shall vote on the same and in the event that
the same receives the relative majority of the votes, without taking into account the non–voters, all the candidates for the
positions of statutory and substitute Auditors indicated on the list shall be appointed. In this event, the first candidate for
the position of statutory Auditor shall be appointed Chairman of the Board of Statutory Auditors.
In the event that no lists are submitted or that on any grounds the names indicated in the lists are not sufficient, the Board
of Statutory Auditors and possibly the Chairman are appointed by the Meeting with the ordinary majorities provided for
by law. In the event that, on any grounds, the Majority Auditor is missing, he is to be replaced by the Substitute Auditor
appointed from the Majority List.
In the event that, on any grounds, the Minority Auditor is missing, he is to be replaced by the Substitute Minority
Auditor.
When the Meeting replaces members of the Board of Statutory Auditors, the Auditors elected from the Minority List are
appointed using the majority voting system, where allowed by the applicable regulations in force. The count shall not
include the votes of the shareholders who stated pursuant to the regulations in force that they hold the relative majority
of the votes that may be cast in the Meeting, even indirectly or together with other shareholders who are part of a
shareholders’ agreement pursuant to Art. 122 of Italian Legislative Decree 58/1998, as well as the votes of the shareholders
who control, are controlled or are under common control by the same. In any case, the new Minority Auditor shall take
over the position of Chairman.
The Board of Statutory Auditors supervises compliance with the law, the by–laws and with proper management principles,
the appropriateness of the instructions given by the Company to the subsidiary companies, the appropriateness of
the Company structure with respect to the areas of responsibility, the internal control system and the administrative
accounting system and the reliability of the latter in the correct reporting of the management–related issues, and verifies
the procedures for the implementation of the corporate governance rules provided for by the Code of Conduct, and,
in accordance with the provisions of Italian Legislative Decree 39/2010, supervises the financial information process, the
efficiency of the internal auditing system, the auditing of accounts and the independence of the legal auditor.
Each Auditor reports to the other Auditors and to the Board of Directors on Company transactions in which they have an
interest personally or on the account of a third–party.