LensCrafters 2011 Annual Report Download - page 157

| 81 >REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE
to define and better protect the key controls and the monitoring controls. This process has
been performed for all of the most important companies of the Group.
The Board of Statutory Auditors
The Board of Statutory Auditors currently in office for the duration of three fiscal years,
until the approval of the financial statements as at December 31, 2011 is composed of
Francesco Vella, Chairman, Alberto Giussani and Enrico Cervellera, statutory auditors,
who were all appointed at the meeting of April 29, 2009, and two substitute auditors -
Alfredo Macchiati, who was appointed at the meeting of April 29, 2009 and Giorgio Silva,
who was appointed at the meeting of October 29, 2009. Giorgio Silva was appointed in
substitution of Mario Magenes, who had been appointed at the meeting of April 2009 and
had subsequently passed away.
The appointment of the Board of Statutory Auditors currently in office took place through
the list-based voting system: Alberto Giussani, Enrico Cervellera and Mario Magenes were
appointed from the list submitted at the meeting of April 2009 by the principal stockholder
Delfin S.àr.l.; Francesco Vella and Alfredo Macchiati were appointed from the minority list
submitted at the meeting of April 2009 by investment funds (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 minimum percentage of share capital required to present a list, as established by
CONSOB, was equal to 1 percent.
The addition to the Board with the appointment of Giorgio Silva took place through
relative majority voting, with no list constraints, based on the candidacy submitted by the
principal shareholder, Delfin S.àr.l.
The lists and their support documentation, that were filed within the deadlines and
presented at the meeting, are available for review on the Company’s website under the
Governance/GM section.
The procedures for the appointment of auditors are governed by article no. 27 of the
Company by-laws; for more information, please refer to the same.
A candidate list for the appointment of the Board of Statutory Auditors may be submitted
by any shareholder who - at the time the list is submitted - owns, on own or jointly with
other shareholders submitting the list, a shareholding equal to at least the minimum
shareholding determined by CONSOB pursuant to article no. 147-ter, paragraph 1, of
Italian Legislative Decree 58/1998.
The lists must be deposited at the registered office of the Company no less than twenty-
five days before the day set for the shareholders meeting called to pass resolution on the
appointment of the Auditors.
The lists must contain the names of one or more candidates holding the position of
Statutory Auditor and one or more who hold the position of Substitute Auditor. The names