LensCrafters 2010 Annual Report Download - page 90

ANNUAL REPORT 2010> 88 |
The appointment of the directors is regulated by article 17 of the Company by–laws (please refer to these for more
information).
The directors are appointed by the Shareholders’ Meeting based on the lists submitted by the shareholders, in which each
name is matched with a progressive number up to a maximum number of fifteen.
Each candidate can be presented on only one list, under penalty of ineligibility.
If several lists are submitted, these lists must not be related to each other in any way, even indirectly. Therefore, each
shareholder cannot submit or participate in the submission of more than one list, even through a third party or trustee
company.
Furthermore, shareholders that fall into the following categories cannot submit or participate in the submission of more
than one list: a) those adhering to a shareholders’ agreement regarding the shares of the Company; b) an individual and
the companies controlled by them; c) the companies subject to communal control; d) a company and its general managers
or directors.
In the event of violation of these rules, the vote of the shareholder on any of the lists submitted is disregarded.
Shareholders with a shareholding equal to at least the minimum percentage set by CONSOB pursuant to
article 147–ter, paragraph 1, Italian Legislative Decree 58/1998, at the time the list is submitted, may submit a list of
candidates for appointment to the Board of Directors.
The lists, which must include the professional curriculum vitae of the selected candidates, as well as a declaration stating
that they accept their candidacy, that there are no legal grounds for their ineligibility or incompatibility provided for by
law and that they meet any possible requirements indicated in the list, and which must be signed by the shareholders who
submitted them, must be submitted to the registered office of the Company no later than twenty–five days prior to the
first shareholders meeting.
The Company makes the lists and their attachments available to the public at its registered office, on its website and
using the other methods provided for by CONSOB at least twenty–one days before the date fixed for the shareholders’
meeting.
The ownership of the minimum shareholding, which is required in order to be able to submit the lists, is determined by
taking the number of registered shares of the shareholders submitting the list into consideration on the day the list is
submitted to the Company and based on the subscribed share capital on that date. The relevant certification may also be
presented to the Company after the list has been submitted, provided that this is done before the date that the Company
has fixed for the publication of the lists.
Each list must include and explicitly indicate at least one independent Director pursuant to Article 147–ter, with a
progressive number up to a maximum of seven. Where the list is made up of more than seven candidates, it must include
and explicitly indicate a second independent Director pursuant to Article 147–ter. Each list can also explicitly indicate,
where appropriate, the directors who comply with the requirement of independence provided for by the codes of conduct
prepared by the organizations managing regulated markets or by trade associations.
At the end of the voting, the candidates of the two lists with the highest number of votes are appointed according to the
following criteria:
from the list that received the highest number of votes (hereinafter “Majority List”), a number of directors equal to a)
the total number of the members of the Board less one, is appointed, as previously agreed by the participants to the
meeting; the candidates are appointed in compliance with these numerical limitations, according to the numerical
order they are indicated on the list;