LensCrafters 2011 Annual Report Download - page 166

ANNUAL REPORT 2011> 90 |
The parent company’s external auditor is the main auditor for the entire Luxottica Group.
The limitations on the appointment contained in this policy derive from current regulations
in Italy and in the United States, by virtue of the fact that the Company’s shares are listed
both on the MTA, organized and managed by Borsa Italiana, and on the New York Stock
Exchange, without prejudice to any additional constraints imposed by any local laws
applicable to the individual non-Italian subsidiary companies.
The policy is available on the website www.luxottica.com, in the Governance/Procedures
section.
IV. SHAREHOLDERS’ MEETINGS
The Board of Directors determines the venue, date and time of the shareholders’ meeting
in order to facilitate the participation of shareholders.
The Luxottica Directors and Auditors endeavor to attend the meetings, in particular those
Directors who, by virtue of their position, may contribute significantly to the discussion and
report on the activities performed.
The Governance/GM section of the Company’s website contains the relevant information
regarding shareholders’ meetings held during the most recent fiscal years, including the
resolutions passed, the notices of call, as well as the documentation concerning the items
on the agenda.
Additional documentation for the meetings is made available also on the internet website
of the Company for the time limits set by current provisions of the law.
Luxottica has adopted a Regulation for shareholders’ meetings to ensure the regular
and functional management of ordinary and extraordinary Shareholders’ Meetings and
to ensure that each shareholder is allowed to express an opinion on the items being
discussed. The Regulation is available at the Company’s registered office and at the
venues in which the Shareholders’ Meetings are held; the Regulation is also available to
the public on the website www.luxottica.com, in the Governance/GM section.
The Board of Directors, in the meeting of February 28, 2011, updated the Regulation,
which were then approved by the shareholders’ meeting of September 14, 2004, for the
sole purpose of adapting it to the new legal provisions introduced by Italian Legislative
Decree 27/2010.
Pursuant to article 12 of the by-laws, those stockholders for whom the Company has
received notice by the relevant intermediary pursuant to the centralized management
system of the financial instruments, pursuant to the regulations and legal provisions in
force at that time, shall be entitled to attend the Meeting and to vote.
All persons entitled to attend the Meeting may be represented by written proxy in
accordance with the provisions of law. The proxy can also be sent electronically, according
to the methods established by the regulations of the Italian Ministry of Justice. The