LensCrafters 2010 Annual Report Download - page 108

ANNUAL REPORT 2010> 106 |
The policy is available on the website www.luxottica.com, in the Governance/Procedures section.
IV. SHAREHOLDERS’ MEETINGS
The Board of Directors determines the venue, date and time of the shareholders’ meeting in order to facilitate the
participation of shareholders.
The Luxottica Directors and Auditors endeavor to attend the meetings, in particular those Directors who, by virtue of their
position, may contribute significantly to the discussion and report on the activities performed.
The Governance/GM section of the Company’s website contains the relevant information regarding shareholders’
meetings held during the most recent fiscal years, including the resolutions passed, the notices of call, as well as the
documentation concerning the items on the agenda.
Additional documentation for the meetings is made available also on the internet website of the Company for the time
limits set by current provisions of the law.
Luxottica has adopted a Regulation for shareholders’ meetings to ensure the regular and functional management of
ordinary and extraordinary shareholders’ meetings and to ensure that each shareholder is allowed to express an opinion
on the items being discussed. The Regulation is available at the Company’s registered office and at the venues in which
the Shareholders’ Meetings are held; the Regulation is also available to the public on the website www.luxottica.com, in
the Governance/GM section.
The Board of Directors, in the meeting of February 28, 2011, updated the Regulation, which were then approved by the
shareholders’ meeting of September 14, 2004, for the sole purpose of adapting it to the new legal provisions introduced
by Italian Legislative Decree 27/2010.
Pursuant to article 12 of the by–laws, those stockholders for whom the Company has received notice by the relevant
intermediary pursuant to the centralized management system of the financial instruments, pursuant to the regulations and
legal provisions in force at that time, shall be entitled to attend the Meeting and to vote.
All persons entitled to attend the Meeting may be represented by written proxy in accordance with the provisions
of law. The proxy can also be sent electronically, according to the methods established by the regulations of
the Italian Ministry of Justice. The electronic notification of the proxy can be carried out, in compliance with the
provisions stated in the notice of invitation to attend, by using the special section on the website of the Company,
or, if stated in the notice of invitation to attend, by sending the document to the certified e–mail address of the
Company.
The proxy may also be granted to the representative appointed by the Company with voting instructions on all or some of
the proposals on the agenda in accordance with article 135–undecies of the Italian Consolidated Financial Law.
The Company by–laws do not provide for voting by mail.
Pursuant to article 14 of the by–laws, the provisions of the law are applied in relation to the validity of the composition of
the meeting and the related resolutions.
During 2010, the Shareholders’ Meeting convened on April 29, 2010 to pass resolutions on the following items on the
agenda:
approval of the financial statements as of and for the year ending December 31, 2009;1.
allocation of the net income and distribution of the dividend.2.