LensCrafters 2010 Annual Report Download - page 81

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REPORT ON
CORPORATE
GOVERNANCE
AND OWNERSHIP
STRUCTURE
SECTION II – INFORMATION ON THE IMPLEMENTATION OF THE PROVISIONS OF THE CODE OF
CONDUCT
I. BOARD OF DIRECTORS
Role and duties
The Board of Directors plays a central role in Luxottica’s corporate governance.
It has the power and responsibility to direct and manage the Company, with the objective of maximizing value for
shareholders.
To this end, the Board passes resolutions on actions necessary to achieve the Company’s business purpose, except
for those matters which, under applicable law or the Company by–laws, are expressly reserved for the Shareholders’
Meeting.
Pursuant to Art. 23, paragraph 5, of the Company by–laws, the Board of Directors is solely responsible for passing resolution
on the following matters:
the definition of general development and investment programs and of the Company and Group objectives;1)
the preparation of the budget;2)
the definition of the financial plans and the approval of indebtedness transactions exceeding 18 months’ duration; and3)
the approval of strategic agreements.4)
With regard to this last issue, it should be noted that the Board of Directors resolved that the following are deemed
“agreements of a strategic nature” and therefore must be submitted for review by the Board itself: i) those agreements
that may have a significant impact on the future prospects of the Company and of the Group; ii) those transactions, which,
if required by law, must be disclosed to the market pursuant to Art. 114 of Italian Legislative Decree 58/1998 by virtue of
their capacity to impact the value of Luxottica Group shares.
The Board of Directors in any case reserves the right to review:
all agreements having a significant economic value, namely a value equal to or higher than Euro 30 million;1.
without prejudice to the provisions under paragraph 1 above, the agreements which bind the Company and/or its 2.
subsidiary companies for a period of time exceeding three years, with the exception where the same are entered into
in the ordinary course of business in compliance with the directives shared with the Board.
Subject to the concurrent competence of the extraordinary meeting of stockholders, the Board of Directors shall also
have authority over resolutions in connection with mergers and demergers in accordance with articles 2505 and 2505–bis
and 2506–ter of the Civil Code, the establishment or termination of branches, the determination of which directors shall
be entrusted with the power of representing the Company, the reduction of the outstanding capital stock in the event of
withdrawal of a stockholder, the amendment of the By–Laws to comply with legal requirements, and the transfer of the
principal place of business within the national territory.
The Board of Directors annually assesses the adequacy of the organizational, administrative and accounting structure of
Luxottica and of the strategically relevant subsidiary companies through the examination of a report prepared each fiscal
year. The Board of Directors reviews and approves the Company’s governance code also in connection with the Group
structure.