LensCrafters 2010 Annual Report Download - page 88

ANNUAL REPORT 2010> 86 |
Executive Directors
On April 29, 2009, the Shareholders Meeting confirmed Mr. Leonardo Del Vecchio as Chairman of the Company. On the
same date, Mr. Luigi Francavilla was confirmed as Vice Chairman, and Mr. Andrea Guerra as Chief Executive Officer.
The Chairman retains the functions granted to him by law and by the Company by–laws and supervises the Internal
Auditing function.
Although he is not in possession of executive managing powers, the Chairman is still regarded as an executive director by
virtue of his commitment to the Company and his involvement in all the relevant strategic decision–making.
Through Delfin S.à r.l., the Chairman is the majority shareholder of the Company.
The Chief Executive Officer has been granted all the powers to manage the Company by virtue of the resolution adopted
by the Board of Directors on April 29, 2009, with the exception of the following powers:
to approve strategic agreements and agreements with a financial value exceeding Euro 30 million, as a unit or a)
aggregate amount – when dealing with transactions of the same nature or with a similar object, which were concluded
in the same context as well as agreements requiring a commitment exceeding three years, except where the same
qualify as ordinary or recurring;
to acquire, transfer, sell or grant holdings, enterprises or business branches for a unitary or aggregate amount or value b)
(also taking into consideration financial indebtedness) – when dealing with transactions of the same nature or with a
similar object and concluded in the same context – exceeding Euro 10 million;
to request banks, financial and commercial institutions to grant lines of credit or credit lines in general, to issue c)
financial debt under any form, for an amount exceeding Euro 15 million per transaction;
to issue debt (other than intra–group transactions and those transactions for payment of tax and employees wages) d)
on current accounts of the Company in banks and post offices, for a unitary or aggregate amount – when dealing
with transactions of the same nature or with a similar object and concluded in the same context – exceeding
Euro 15 million;
to issue and grant to banks, financial institutions and third parties, in general, collateral securities on the debts of third e)
parties and, when on own debts or debts of companies belonging to Luxottica Group, for amounts totalling over
Euro 15 million;
to issue and grant to banks, financial institutions and third parties, in general, guarantees on debt by Luxottica Group f)
for amounts totalling over Euro 15 million and, if on corporate debts of Luxottica Group, over the existing credit limits;
and
to carry out transactions for foreign exchange risk hedging and interest rate risk hedging, such as buying and selling g)
currency futures, currency swaps, interest rate swaps, call and put options for a unitary or aggregate value – when
dealing with transactions of the same nature or with a similar object and concluded in the same context – exceeding
Euro 50 million.
The Chief Executive Officer is authorized by the Board of Directors to supervise all the business units. He also makes
proposals to be submitted to the Board of Directors regarding the organization of the Company and of the Group, the
general development and investment programs, the financial programs and the budget, as well as regarding any other
matter the Board may request. He ensures that the organization, administration and accounting structure of the Company
is suitable to its nature and size.
The Chief Executive Officer is also the executive director responsible for supervising the internal audit function in
compliance with the guidelines of the Code of Conduct.
Mr. Luigi Francavilla, Vice Chairman and Mr. Enrico Cavatorta, member of the Board, have been granted the powers to
perform transactions with a value not exceeding Euro 10 million.