LensCrafters 2011 Annual Report Download - page 135

| 59 >REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE
Pursuant to article 14 of the Company’s by-laws, the validity of the composition of the
meetings of shareholders and of the related resolutions shall be determined in accordance
with the provisions of the law.
The Board of Directors has not been granted a proxy to increase the share capital pursuant
to article 2443 of the Italian Civil Code.
The shareholders’ meeting of September 20, 2001 approved the increase in capital by
a maximum of Euro 660,000 (six hundred and sixty thousand) in one or several tranches
by March 31, 2017, through the issue of new ordinary shares to be offered exclusively
in subscription to employees of the company and/or its subsidiaries. The shareholders’
meeting of June 14, 2006 approved the further increase in capital by a maximum of
Euro 1,200,000 (one million two hundred thousand) in one or several tranches by June 30,
2021 through the issue of new ordinary shares to be offered exclusively in subscription to
employees of the company and/or its subsidiaries.
On the approval date of this report Luxottica directly holds 6,186,425 treasury shares. With
regard to the buybacks authorized by the shareholders’ meeting of May 13, 2008, and
October 29, 2009, the Company purchased a total of 6,500,000 Luxottica Group shares
on the market. Of these, 313,575 shares were allotted as a bonus for employees of the
Italian companies of the Group, approved by the Board of Directors on August 31, 2011,
to celebrate the 50th anniversary of Luxottica and finalized on October 10, 2011.
Please note that the information concerning the characteristics of the risk management and
internal control system are listed below in Section II, which describes the Risk Management
and Internal Control System.