LensCrafters 2010 Annual Report Download - page 89

|87 >
REPORT ON
CORPORATE
GOVERNANCE
AND OWNERSHIP
STRUCTURE
Mr. Luigi Francavilla, Vice Chairman, Mr. Andrea Guerra, Chief Executive Officer, and Mr. Enrico Cavatorta, member of the
Board of Directors, hold offices in companies controlled by Luxottica Group.
The Board of Directors, therefore, has four Executive Directors: Mr. Leonardo Del Vecchio, Mr. Luigi Francavilla, Mr.
Andrea Guerra and Mr. Enrico Cavatorta.
In accordance with the Company’s by–laws, the designated bodies report to the Board of Directors and to the Board of
Statutory Auditors regularly and, in any case, at least quarterly, on the general performance of the business and on the
procedures to exercise the managing powers granted to them, as well as on the most relevant economic, financial and
asset transactions performed by the Company and by its subsidiaries.
Non–executive Directors
Messrs. Roger Abravanel, Mario Cattaneo, Claudio Costamagna, Roberto Chemello, Claudio Del Vecchio, Sergio
Erede, Ivanhoe Lo Bello, Marco Mangiagalli, Gianni Mion, Marco Reboa and Sabina Grossi are non–executive
directors.
On occasion of their appointment on April 29, 2009, the following members of the Board of Directors: Mr. Roger Abravanel,
Mr. Mario Cattaneo, Mr. Claudio Costamagna, Mr. Ivanhoe Lo Bello, Mr. Marco Mangiagalli, Mr. Gianni Mion and Mr.
Marco Reboa declared that they satisfy the requirement of independence set forth by Art. 148, paragraph 3 of Italian
Legislative Decree 58/1998, as quoted in Art. 147–ter of same decree and in Art. 3 of the Code of Conduct of the Listed
Companies.
The Board of Directors has determined that the independence requirements continued to be met on the basis of the
information available and the information provided by the parties involved.
The Board of Statutory Auditors has checked the evaluation carried out by the Board of Directors on the independence of
the Directors based on the criteria of the Code of Conduct.
Mr. Ivanhoe Lo Bello was assigned the role of Lead Independent Director, the point of reference and co–ordinator of
petitions of the independent directors.
During 2010, on the initiative of the Lead Independent Director, a meeting was held only with the independent directors.
Appointment of Directors
The Board of Directors currently in office was appointed by the meeting of April 29, 2009, according to the list–based
voting system. The minimum percentage of share capital required to present a list, as established by CONSOB, was equal
to 1%.
Leonardo Del Vecchio, Luigi Francavilla, Andrea Guerra, Roger Abravanel, Mario Cattaneo, Roberto Chemello, Enrico
Cavatorta, Claudio Costamagna, Claudio Del Vecchio, Sergio Erede, Sabina Grossi, Gianni Mion, Marco Mangiagalli and
Marco Reboa were selected from the list submitted by majority shareholder Delfin S.à r.l.
Ivanhoe Lo Bello was selected from the minority list submitted by various institutional investors (Pioneer Asset Management
S.A., Pioneer Investment Management SGR p.A., Arca SGR S.p.A., Stitching Pensioenfonds ABP, BNP Paribas Asset
Management SGR S.p.A., Monte Paschi Asset Management SGR S.p.A., Fideuram Investimenti SGR S.p.A., Fideuram
Gestions S.A., Interfund SICAV).
The lists and their support documentation, filed within the deadlines, on occasion of the meeting, are available for review
on the Company’s website under the Governance/GM section.