LensCrafters 2010 Annual Report Download - page 91

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REPORT ON
CORPORATE
GOVERNANCE
AND OWNERSHIP
STRUCTURE
from the second list which obtained the highest number of votes and which may not be linked, even indirectly, to the b)
shareholders who submitted or voted for the Majority List in accordance with the applicable provisions (hereinafter
“Minority List”), one member of the Board is appointed – the candidate appearing as candidate number one on the list;
however, in the event that no Independent Director pursuant to Art. 147–ter is appointed in the Majority List, where the
Board of Directors is made up of a maximum of seven members, or in the event that only one Independent Director is
appointed pursuant to Art. 147–ter, where the Board is made up by more than seven members, in place of the head of the
Minority List, the first Independent Director pursuant to Art. 147–ter indicated in the Minority list shall be appointed.
The lists which did not reach a percentage of votes equal to at least half of the percentage of votes required to submit a
list, will not be taken into consideration.
The candidate listed at the top of the Majority List will be appointed Chairman of the Board of Directors.
If the first two lists receive an equal number of votes, there will be a new vote in the shareholders’ meeting, where a vote
will only be taken on the first two lists.
If only one list has been submitted, the Shareholders’ Meeting will vote on this list and if the relevant majority is reached,
the candidates starting from the top of the list are elected directors until the number fixed by the Shareholders’ Meeting is
reached, without prejudice to the obligation of the Shareholders’ Meeting to appoint a number of Independent Directors,
pursuant to Art. 147–ter, equalling the minimum number provided for by law. The candidate in the first position of the list
is elected Chairman of the Board of Directors.
In the event that there are no lists, the Board of Directors is appointed by the General Meeting based on a majority vote
according to the provisions of law.
The Board of Directors has so far deemed it unnecessary to establish an Appointment Committee to propose candidates
for appointment as directors due to the shareholding structure.
Remuneration of Directors
The Shareholders’ Meeting passes resolutions on the remuneration of Directors.
The Board of Directors is solely responsible for determining, after prior consultation with the Human Resources Committee
and the Board of Statutory Auditors, the remuneration of the Directors performing special duties as well as the distribution
of the total remuneration to be paid to each individual member of the Board, where this has not been already determined
by the Shareholders’ Meeting.
The Shareholders’ Meeting on April 29, 2009 approved a gross monthly remuneration for the Board of Directors of
Euro 101,497.50 for the entire duration of its term in office and thus until the approval of the financial statements on
December 31, 2011. On the same day, the Board of Directors approved and directed that the gross monthly remuneration
was to be divided equally between the members of the Board.
The Chairman receives a fixed remuneration for the office held in the Company, pursuant to article 2389, paragraph 3 of
the Italian Civil Code. The Chairman also receives additional remuneration for the office held in the subsidiary company
Luxottica UK.
Luigi Francavilla receives remuneration for the position of member of the Board of Directors and Vice Chairman of Luxottica
Group and remuneration in his capacity as Chairman of the subsidiary company Luxottica S.r.l. During 2010, he retired as
an employee of Luxottica Group; he maintained the Stock Option Plans and Performance Shares Plan assigned to him by
the Company. His payment as an employee was composed of a fixed amount and a variable amount.