LensCrafters 2012 Annual Report Download - page 142

ANNUAL REPORT 2012> 56 |
the members of the Board of Directors and of the Board of Statutory Auditors and their
remuneration, (ii) the approval of the annual financial statements and the allocation
of profits, (iii) amendments to the Company’s by-laws; (iv) the appointment of the
function responsible for the statutory auditing of accounts, upon the recommendation
of the Board of Statutory Auditors; (v) adoption of incentive plans.
The task of auditing is assigned to an audit company listed on the special CONSOB
register and appointed by the Ordinary Meeting of Stockholders.
The powers and responsibilities of the Board of Directors, of the Board of Statutory
Auditors, of the Ordinary Meeting of Stockholders and of the Audit Committee are
illustrated more in detail later in the Report.
The Company’s share capital is made up exclusively of ordinary, fully paid-up voting shares,
entitled to voting rights both at ordinary and extraordinary stockholders’ meetings. As at
January 31, 2013 the share capital was Euro 28,428,589.98, made up of 473,809,833 shares
each with a nominal value of Euro 0.06.
There are no restrictions on the transfer of shares. No shares have special controlling
rights. There is no employee shareholding scheme.
According to the information available and the communications received pursuant to
article 120 of Italian Consolidated Financial Law and to CONSOB Resolution no. 11971/1999,
at January 31, 2013, the Company’s stockholders with an equity holding greater than 2% of
Luxottica Group S.p.A. share capital were the following:
• Delfin S.àr.l., with 61.64% of the share capital (292,035,339 shares);
• Giorgio Armani, with 4.80% of the share capital (22,724,000 shares, of which 13,514,000
are beneficially owned ADRs in the name of Deutsche Bank Trust Company Americas);
and
• Deutsche Bank Trust Company Americas, with 7.17% of the share capital (33,963,580
ADRs) (1) held on behalf of third parties.
The Chairman Leonardo Del Vecchio controls Delfin S.àr.l.
The Company is not subject to management and control as defined in the Italian Civil
Code.
The Board of Directors made its last assessment in this respect on February 14, 2013, as
it deemed that the presumption indicated in article 2497-sexies was overcome, as Delfin
S.àr.l. acts as Group parent company and from an operational and business perspective
there is no common managing interest between Luxottica Group and the parent company,
nor between Luxottica Group and the other affiliates of Delfin.
(1) The shares held by Deutsche Bank Trust Company Americas represent ordinary shares that are traded in the US nancial market through
issuance by the bank of a corresponding number of American Depositary Shares; these ordinary shares are deposited at Deutsche Bank S.p.A.,
which in turn issues the certicates entitling the holders to participate and vote in the meetings.