LensCrafters 2010 Annual Report Download - page 94

ANNUAL REPORT 2010> 92 |
For more details on the remuneration, stock options and the performance share plan assigned to the Directors and
managers in strategic roles, please refer to the information available in the notes to the financial statements as at December
31, 2010 as well as in the documents published pursuant to article 84–bis of the Regulations for Issuers on the Company
website www.luxottica.com in the section Governance/Compensation.
Finally it is to be noted that the new Procedure for Operations with Related Parties, approved by the Board on October
25, 2010 and effective as of January 1, 2011, is to be applied for all decisions regarding the assignment of remuneration
and economic benefits, in any form, to the members of the management and control bodies and the managers in strategic
roles in the Company.
With regard to remuneration, the provisions of the aforesaid procedure are not applied:
to the payment plans based on financial instruments approved by the shareholders’ meeting pursuant to(a)
Art. 114–bis of the Italian Consolidated Financial Law and the relevant executive transactions;
to the resolutions of the Board of Directors on the subject of remuneration of the directors in special roles – other (b)
than the resolutions passed pursuant to Art. 2389 paragraph 3 of the Italian Civil Code – as well as the Managers in
Strategic Roles, provided that:
the Company has adopted a remuneration policy;(i)
a committee made up exclusively of non–executive directors was involved in the definition of the remuneration (ii)
policy and that the Independent Directors are in a majority;
a report illustrating the remuneration policy is subjected to the consultative vote of the Shareholders’ Meeting;(iii)
the assigned remuneration is consistent with this policy.(iv)
Human Resources Committee
The Board of Directors of April 29, 2009 confirmed as members of the Human Resources Committee Claudio Costamagna,
Roger Abravanel, Gianni Mion, Sabina Grossi, all of whom are non–executive directors and the majority of whom are
independent directors. Claudio Costamagna, who has particular expertise in the field of finance, was appointed Chairman
of the Committee.
The Committee, whose meetings are regularly reported in the minutes produced by the Group Director of Human
Resources, shall perform investigations, offer consultations and submit proposals to the Board of Directors, including for
the following matters:
the formulation of proposals regarding the remuneration of the Members of the Board of Directors of the Company •
in special roles;
the review of the proposals regarding the remuneration of managers in strategic roles and the criteria for the •
composition of the management bodies of the larger subsidiary companies;
the review of the proposals for the introduction of monetary and share incentive systems to be put forward for the •
approval of the Board of Directors;
the review of the objectives on which to base the short and long–term incentive systems to be put forward to the •
Board of Directors for approval, and the relevant results obtained.
The evaluation of the organizational requirements of the Company and the effective assignment of key positions (the
so–called succession plans) is among the roles assigned to the Committee by the Regulations approved by the Board of
Directors in the 2010 fiscal year. Among the executive directors, there is a succession plan for Mr. Enrico Cavatorta. The
succession plans are examined on a yearly basis by the Committee.
The Committee meets whenever the Chairman deems it necessary or whenever a request is submitted to him by another
member of the Committee, and passes resolutions in the absence of the interested parties.