LensCrafters 2011 Annual Report Download - page 147

| 71 >REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE
The directors are appointed by the Shareholders’ Meeting based on the lists submitted
by the shareholders, in which each name is matched with a progressive number up to a
maximum number of fifteen.
Each candidate can be presented on only one list, under penalty of ineligibility.
If several lists are submitted, these lists must not be related to each other in any way, even
indirectly. Therefore, each shareholder cannot submit or participate in the submission of
more than one list, even through a third party or trustee company.
Furthermore, shareholders that fall into the following categories cannot submit or
participate in the submission of more than one list: a) those adhering to a shareholders’
agreement regarding the shares of the Company; b) an individual and the companies
controlled by them; c) the companies subject to communal control; d) a company and its
general managers or directors.
In the event of violation of these rules, the vote of the shareholder on any of the lists
submitted is disregarded.
Shareholders with a shareholding equal to at least the minimum percentage set by CONSOB
pursuant to article 147-ter, paragraph 1, Italian Legislative Decree 58/1998, at the time the
list is submitted, may submit a list of candidates for appointment to the Board of Directors.
The lists, which must include the professional curriculum vitae of the selected candidates,
as well as a declaration stating that they accept their candidacy, that there are no legal
grounds for their ineligibility or incompatibility provided for by law and that they meet any
possible requirements indicated in the list, and which must be signed by the shareholders
who submitted them, must be submitted to the registered office of the Company no later
than twenty-five days prior to the first shareholders meeting.
The Company makes the lists and their attachments available to the public at its registered
office, on its website and using the other methods provided for by CONSOB at least
twenty-one days before the date fixed for the shareholders’ meeting.
The ownership of the minimum shareholding, which is required in order to be able to submit
the lists, is determined by taking the number of registered shares of the shareholders
submitting the list into consideration on the day the list is submitted to the Company and
based on the subscribed share capital on that date. The relevant certification may also be
presented to the Company after the list has been submitted, provided that this is done
before the date that the Company has fixed for the publication of the lists.
Each list must include and explicitly indicate at least one independent Director pursuant
to article 147-ter, with a progressive number up to a maximum of seven. Where the list is
made up of more than seven candidates, it must include and explicitly indicate a second
independent Director pursuant to article 147-ter. Each list can also explicitly indicate,
where appropriate, the directors who comply with the requirement of independence
provided for by the codes of conduct prepared by the organizations managing regulated
markets or by trade associations.