LensCrafters 2010 Annual Report Download - page 82

ANNUAL REPORT 2010> 80 |
The Board of Directors grants and revokes managing powers, defining their limits and conditions of exercise. For a more
detailed description of the managing powers currently granted to directors as well as the frequency with which the bodies
in question must report to the Board on the activities performed in exercising such powers, please refer to the following
sub–section entitled Executive Directors of this Section II.
The Board of Directors evaluates the general performance of the Company, paying particular attention to the information
received from the managing bodies and by the Internal Control Committee, periodically comparing the results achieved
with the forecast data within their area of responsibility.
In particular, the Board carries out its assessments taking into account the information supplied by the CEO, who on the
basis of the guidelines issued by the Board, supervises all business structures and formulates proposals to be submitted
to the Board with regard to the organizational structure of the Company and of the Group, the general development and
investment plans, the financial plans and provisional financial statements as well as any other matter submitted to him/
her by the Board itself.
The Directors report to the other directors and to the Board of Statutory Auditors on the transactions in which they hold
an interest on their own behalf or on behalf of third parties. Each Director is responsible for reporting to the Board and to
the Board of Statutory Auditors any such interest in a transaction.
Usually, the Board of Directors reviews and approves such transactions of the Company and of its subsidiaries in which
one or more Directors hold an interest.
For detailed information on the procedure for the approval of transactions with related parties, please refer to section III
of this Report.
The members of the Board of Directors are called to carry out an annual evaluation, which is prepared internally,
on the size, composition and performance of the Board of Directors, its Committees, Internal Auditing and Human
Resources.
The questionnaire is made up of specific questions that concern, for example: the adequacy of the number of its members
and of the composition of the Board and of its Committees, the type of professionals represented in the Board and its
Committees, the planning, organization, duration and number of meetings, the adequacy of documents sent before
the meetings, the information provided to the non–executive directors during the meetings and the efficiency of the
decision–making processes.
The results of the self–assessment are then processed annually and presented to the Board of Directors by the Lead
Independent Director, who anonymously reports on the opinions put forward by the Directors and the suggestions made
to improve the running of the management bodies of the Company.
With regard to the 2010 fiscal year, the results of the evaluation were presented in the meeting on February 14, 2011. The
outcomes of the questionnaire presented an overall positive evaluation of the running of the Board and the Committees.
The Board of Directors, among other things, acknowledged the substantial adequacy of the composition of the Board
of Directors and of its Committees both in terms of the overall size, the number of the non–executive and independent
Directors compared to the number of executive Directors and, more specifically, with regard to the various spheres of
responsibility represented. The discussions that took place during the meetings whereby executive Directors provided
in–depth clarification on various corporate matters were deemed effective.