LensCrafters 2011 Annual Report Download - page 146

ANNUAL REPORT 2011> 70 |
Non-executive Directors
Messrs. Roger Abravanel, Mario Cattaneo, Claudio Costamagna, Roberto Chemello,
Claudio Del Vecchio, Sergio Erede, Ivanhoe Lo Bello, Marco Mangiagalli, Gianni Mion,
Marco Reboa and Sabina Grossi are non-executive directors.
On occasion of their appointment on April 29, 2009, the following members of the
Board of Directors: Mr. Roger Abravanel, Mr. Mario Cattaneo, Mr. Claudio Costamagna,
Mr. Ivanhoe Lo Bello, Mr. Marco Mangiagalli, Mr. Gianni Mion and Mr. Marco Reboa
declared that they satisfy the requirement of independence set forth by article 148,
paragraph 3 of Italian Legislative Decree 58/1998, as quoted in article 147-ter of same
Decree and in article 3 of the Code of Conduct of the Listed Companies.
The Board of Directors has determined that the independence requirements continued
to be met on the basis of the information available and the information provided by the
parties involved.
The Board of Statutory Auditors has checked the evaluation carried out by the Board of
Directors on the independence of the Directors based on the criteria of the Code of Conduct.
Mr. Ivanhoe Lo Bello was assigned the role of Lead Independent Director, the point of
reference and coordinator of petitions of the independent directors.
During 2011 the Lead Independent Director did not deem it necessary to convene a
meeting with the independent directors only.
Appointment of Directors
The Board of Directors was appointed by the meeting of April 29, 2009, according to the
list-based voting system. The minimum percentage of share capital required to present a
list, as established by CONSOB, was equal to 1 percent.
Leonardo Del Vecchio, Luigi Francavilla, Andrea Guerra, Roger Abravanel, Mario Cattaneo,
Roberto Chemello, Enrico Cavatorta, Claudio Costamagna, Claudio Del Vecchio, Sergio
Erede, Sabina Grossi, Gianni Mion, Marco Mangiagalli and Marco Reboa were selected
from the list submitted by majority shareholder Delfin S.àr.l.
Ivanhoe Lo Bello was selected from the minority list submitted by various institutional
investors (Pioneer Asset Management S.A., Pioneer Investment Management SGR p.A.,
Arca SGR S.p.A., Stitching Pensioenfonds ABP, BNP Paribas Asset Management SGR
S.p.A., Monte Paschi Asset Management SGR S.p.A., Fideuram Investimenti SGR S.p.A.,
Fideuram Gestions S.A., Interfund SICAV).
The lists and their support documentation, filed within the deadlines, on occasion of the meeting,
are available for review on the Company’s website under the Governance/GM section.
The appointment of the directors is regulated by article 17 of the Company by-laws (please
refer to these for more information).