LensCrafters 2010 Annual Report Download - page 87

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REPORT ON
CORPORATE
GOVERNANCE
AND OWNERSHIP
STRUCTURE
He is Chief Executive Officer of Edizione S.r.l. (previously Edizione Holding S.p.A.), a member of the Board of Directors of
Benetton Group S.p.A., Autogrill S.p.A., Atlantia S.p.A., di Sintonia S.A., Burgo Group S.p.A. and Aereoporti di Roma S.p.A.
Marco Reboa
Mr. Reboa has been a member of the Board of Directors since April 2009, after serving as Chairman of the Board of
Statutory Auditors of Luxottica Group S.p.A. between June 14, 2006 and April 29, 2009.
He holds a degree in Business Administration, received at the Università. Bocconi in Milan, Italy, in 1978. He is registered in
the Association of Certified Accountants since 1982 and is a certified public accountant pursuant to Ministerial Decree April
12, 1995. He is currently full professor at the Law School of the Libero Istituto Universitario Carlo Cattaneo in Castellanza,
Italy, and works as a freelance professional in Milan, notably in the field of operations of corporate finance. Over the past
few years, he has published a series of books and articles on financial statements, economic appraisals and corporate
governance. He is Editor of the Magazine of Certified Accountants. He is a member of the Board of Directors of Eni S.p.A.
and Interpump Group S.p.A., Chairman of the Board of Statutory Auditors of Mediobanca S.p.A. and Auditor of Group
Lactalis Italia S.p.A., biG S.r.l. and Egidio Galbani S.p.A.
To assess the maximum number of positions a Director of the Group may hold as a director or an auditor in other companies
listed on regulated markets, in financial companies, banks, insurance companies or other companies of a significant size,
in 2007 the Company implemented the following criteria:
Maximum number of appointments as director or auditor in other companies
Listed companies,
financial companies,
banks, insurance
companies or
companies of a
significant size
Executive role 3 + LUXOTTICA
Non–executive role 9 + LUXOTTICA
For the purpose of multiple appointments, (i) the only positions to be taken into consideration are those as member
of the Board of Directors or auditor for companies listed on regulated markets (domestic and foreign), in banks,
insurance companies, or companies of a significant size, which are defined as companies with a total value of
business or revenues exceeding Euro 1,000 million (hereinafter, “Large Companies”), (ii) the appointments by one or
more Large Companies belonging to the same group, including Luxottica Group, are counted as one, whereby the
appointment requiring the most significant commitment (i.e. the executive role) shall be considered the prevailing
one.
The appointments held by the members of the Board of Directors in other companies, in compliance with the criteria
indicated above, are compatible with the appointment in Luxottica Group. With regard to the Chairman, please note that
he serves four relevant roles pursuant to the above–mentioned criteria. However, after taking into consideration the fact
that he does not enjoy any managing powers in the Company and that his role in Beni Stabili S.p.A. is directly related
to his role in Fonciere des Regions, the Board agreed that such appointments were compatible with his role in Luxottica
Group.
The members of the Board of Directors possess the required professionalism and experience to perform their role
effectively and efficiently.
It should be noted that neither the Company by–laws, nor any board resolutions, have authorized, generally or conditionally,
any derogations from the non–competition clause.