LensCrafters 2011 Annual Report Download - page 138

ANNUAL REPORT 2011> 62 |
With regard to the 2011 fiscal year, the results of the evaluation were presented in the meeting
of February 14, 2012. The outcomes of the questionnaire made it possible for an overall positive
evaluation of the running and the structure of the Board and the Committees to be formulated.
The Board of Directors, among other things, acknowledged the substantial adequacy of the
composition of the Board of Directors and of its Committees both in terms of the overall size,
the number of the non-executive and independent Directors compared to the number of
executive Directors and, more specifically, with regard to the various spheres of responsibility
represented. The discussions that took place during the meetings whereby executive Directors
provided in-depth clarification on various corporate matters were deemed effective.
During fiscal year 2011 the Board of Directors of Luxottica met eight times - the record of
attendance for such meetings is listed in the annexed table and the average length of the
meetings was more than one hour. Where the Board deemed it appropriate to deal in greater
depth with the items on the agenda, the Directors of the Company were invited to participate
in special follow-up meetings, which dealt only with such items. For each meeting, the
Directors were provided, sufficiently in advance of the meeting, with the relevant documents
and information to enable them to make informed decisions. Meeting days were organized for
the Group’s senior management and the Company Directors in January and July 2011 in order
to promote a more in-depth knowledge of the business operations of the Company.
In January 2012, the Company issued the calendar of corporate events for the 2011 fiscal
year, which is available on the website: www.luxottica.com. During the period from January
1 through February 28, 2012 the Board of Directors met three times.
Composition
The Board of Directors currently in office was appointed by the Shareholders’ Meeting
of April 29, 2009, and shall remain in office until the Shareholders’ Meeting approves the
financial statements for the fiscal year ending on December 31, 2011. The Board has fifteen
members, as specified below.
Leonardo Del Vecchio Chairman
Luigi Francavilla Vice Chairman
Andrea Guerra Chief Executive Officer
Roger Abravanel (*) Member of the Human Resources Committee
Mario Cattaneo (*) Chairman of the Internal Control Committee
Enrico Cavatorta General Manager of Central Corporate Functions
Roberto Chemello
Claudio Costamagna (*) Chairman of the Human Resources Committee
Claudio Del Vecchio
Sergio Erede
Sabina Grossi Member of the Human Resources Committee
Ivanhoe Lo Bello (*) Member of the Internal Control Committee and Lead Independent Director
Marco Mangiagalli (*) Member of the Internal Control Committee
Gianni Mion (*) Member of the Human Resources Committee
Marco Reboa (*) Member of the Internal Control Committee
(*) Director satisfying the requirement of independence set forth in the Italian Consolidated Financial Law and in the Code of Conduct.