LensCrafters 2011 Annual Report Download - page 136

ANNUAL REPORT 2011> 60 |
I. BOARD OF DIRECTORS
Role and duties
The Board of Directors plays a central role in Luxottica’s corporate governance.
It has the power and responsibility to direct and manage the Company, with the objective
of maximizing value for shareholders.
To this end, the Board passes resolutions on actions necessary to achieve the Company’s
business purpose, except for those matters which, under applicable law or the Company
by-laws, are expressly reserved for the Shareholders’ Meeting.
Pursuant to article 23, paragraph 5, of the Company by-laws, the Board of Directors is
solely responsible for passing resolution on the following matters:
1) the definition of general development and investment programs and of the Company
and Group objectives;
2) the preparation of the budget;
3) the definition of the financial plans and the approval of indebtedness transactions
exceeding 18 months’ duration; and
4) the approval of strategic agreements.
With regard to this last issue, it should be noted that the Board of Directors resolved that the
following are deemed “agreements of a strategic nature” and therefore must be submitted
for review by the Board itself: (i) those agreements that may have a significant impact on the
future prospects of the Company and of the Group; (ii) those transactions, which, if required
by law, must be disclosed to the market pursuant to article 114 of Italian Legislative Decree
58/1998 by virtue of their capacity to impact the value of Luxottica Group shares.
The Board of Directors in any case reserves the right to review:
1. all agreements having a significant economic value, namely a value equal to or higher
than Euro 30 million;
2. without prejudice to the provisions under paragraph 1 above, the agreements which
bind the Company and/or its subsidiary companies for a period of time exceeding
three years, with the exception where the same are entered into in the ordinary course
of business in compliance with the directives shared with the Board.
Subject to the concurrent competence of the extraordinary meeting of stockholders, the
Board of Directors shall also have authority over resolutions in connection with mergers
and demergers in accordance with articles 2505 and 2505-bis and 2506 ter of the Italian
Civil Code, the establishment or termination of branches, the determination of which
directors shall be entrusted with the power of representing the Company, the reduction of
the outstanding capital stock in the event of withdrawal of a stockholder, the amendment
of the by-laws to comply with legal requirements, and the transfer of the principal place of
business within the national territory.
The Board of Directors annually assesses the adequacy of the organizational, administrative
and accounting structure of Luxottica and of the strategically relevant subsidiary companies
SECTION II –
INFORMATION
ON THE
IMPLEMENTATION
OF THE PROVISIONS
OF THE CODE OF
CONDUCT