LensCrafters 2013 Annual Report Download - page 47

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of 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, 2014 the share capital was Euro 28,655,860.38, made up of 477,597,673 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, 2014, the Company’s stockholders with an equity holding greater than 2% of
Luxottica Group S.p.A. share capital were the following:
- Delfin S.à r.l., with 61.359% of the share capital (293,048,525 shares);
- Giorgio Armani, with 4.758% 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 6.901% of the share capital (32,957,487
ADRs)
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held on behalf of third parties.
The Chairman Leonardo Del Vecchio controls Delfin S.à r.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 13, 2014, as it
deemed that the presumption indicated in Article 2497-sexies was overcome, as Delfin S.à r.l.
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The shares held by Deutsche Bank Trust Company Americas represent ordinary shares that are traded in the US financial
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 certificates entitling the holders to participate and vote in the
meetings.