LensCrafters 2011 Annual Report Download - page 148

ANNUAL REPORT 2011> 72 |
At the end of the voting, the candidates of the two lists with the highest number of votes
are appointed according to the following criteria:
a) from the list that received the highest number of votes (hereinafter “Majority List”), a
number of directors equal to the total number of the members of the Board less one, is
appointed, as previously agreed by the participants to the meeting; the candidates are
appointed in compliance with these numerical limitations, according to the numerical
order they are indicated on the list;
b) from the second list which obtained the highest number of votes and which may not
be linked, even indirectly, to the shareholders who submitted or voted for the Majority
List in accordance with the applicable provisions (hereinafter “Minority List”), one
member of the Board is appointed - the candidate appearing as candidate number
one on the list; however, in the event that no Independent Director pursuant to article
147-ter is appointed in the Majority List, where the Board of Directors is made up of
a maximum of seven members, or in the event that only one Independent Director is
appointed pursuant to article 147-ter, where the Board is made up by more than seven
members, in place of the head of the Minority List, the first Independent Director
pursuant to article 147-ter indicated in the Minority list shall be appointed.
The lists which did not reach a percentage of votes equal to at least half of the percentage
of votes required to submit a list, will not be taken into consideration.
The candidate listed at the top of the Majority List will be appointed Chairman of the
Board of Directors.
If the first two lists receive an equal number of votes, there will be a new vote in the
shareholders’ meeting, where a vote will only be taken on the first two lists.
If only one list has been submitted, the Shareholders’ Meeting will vote on this list and if
the relevant majority is reached, the candidates starting from the top of the list are elected
directors until the number fixed by the Shareholders’ Meeting is reached, without prejudice
to the obligation of the Shareholders’ Meeting to appoint a number of Independent
Directors, pursuant to article 147-ter, equaling the minimum number provided for by law.
The candidate in the first position of the list is elected Chairman of the Board of Directors.
In the event that there are no lists, the Board of Directors is appointed by the General
Meeting based on a majority vote according to the provisions of law.
The Board of Directors has so far deemed it unnecessary to establish an Appointment
Committee to propose candidates for appointment as directors due to the shareholding
structure.
Remuneration of Directors and Directors with Strategic Responsibilities
The general principles adopted by the Group on remuneration are defined in the
Remuneration Policy approved on October 24, 2011 by the Board of Directors of the
Company on the proposal of the Human Resources Committee in observance of the
recommendations contained in the Code of Conduct. The Policy, which was implemented
on February 28, 2012, in light also of CONSOB Resolution no. 18049/2011, will be submitted