LensCrafters 2011 Annual Report Download - page 144

ANNUAL REPORT 2011> 68 |
Euro 1,000 million (hereinafter, “Large Companies”), (ii) the appointments by one or more
Large Companies belonging to the same group, including Luxottica Group, are counted as
one, whereby the appointment requiring the most significant commitment (i.e. the executive
role) shall be considered the prevailing one.
The appointments held by the members of the Board of Directors in other companies,
in compliance with the criteria indicated above, are compatible with the appointment in
Luxottica Group. With regard to the Chairman, please note that he serves four relevant
roles pursuant to the above-mentioned criteria. However, after taking into consideration
the fact that he does not enjoy any managing powers in the Company and that his role in
Beni Stabili S.p.A. is directly related to his role in Foncière des Régions, the Board agreed
that such appointments were compatible with his role in Luxottica Group.
The members of the Board of Directors possess the required professionalism and
experience to perform their role effectively and efficiently.
It should be noted that neither the Company by-laws, nor any board resolutions, have
authorized, generally or conditionally, any derogations from the non-competition clause.
Executive Directors
On April 29, 2009, the Shareholders Meeting confirmed Mr. Leonardo Del Vecchio as
Chairman of the Company. On the same date, Mr. Luigi Francavilla was confirmed as Vice
Chairman, and Mr. Andrea Guerra as Chief Executive Officer.
The Chairman retains the functions granted to him by law and by the Company by-laws
and supervises the Internal Auditing function.
Although he is not in possession of executive managing powers, the Chairman is still
regarded as an executive director by virtue of his commitment to the Company and his
involvement in all the relevant strategic decision-making.
Through Delfin S.àr.l., the Chairman is the majority shareholder of the Company.
The Chief Executive Officer has been granted all the powers to manage the Company
by virtue of the resolution adopted by the Board of Directors on April 29, 2009, with the
exception of the following powers:
a) to approve strategic agreements and agreements with a financial value exceeding
Euro 30 million, as a unit or aggregate amount - when dealing with transactions of the
same nature or with a similar object, which were concluded in the same context as well
as agreements requiring a commitment exceeding three years, except where the same
qualify as ordinary or recurring;
b) to acquire, transfer, sell or grant holdings, enterprises or business branches for a unitary
or aggregate amount or value (also taking into consideration financial indebtedness)
- when dealing with transactions of the same nature or with a similar object and
concluded in the same context - exceeding Euro 10 million;