LensCrafters 2013 Annual Report Download - page 53

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establishment or termination of branches, the determination of which directors shall be
entrusted with the power of representing the Company, the reduction of the outstanding
capital stock in the event of withdrawal of a stockholder, the amendment of the By-Laws to
comply with legal requirements, and the transfer of the principal place of business within
Italian territory.
The Board of Directors approves the strategic plan of the Group, regularly monitoring its
implementation, as well as the yearly budget.
The Board of Directors annually assesses the adequacy of the organizational, administrative
and accounting structure of Luxottica and of the strategically relevant subsidiary companies
through the examination of a report prepared each fiscal year. The Board of Directors reviews
and approves the Company’s governance code also in connection with the Group structure.
The Board, upon the review of the Control and Risk Committee, is responsible for the
definition of the guidelines for the internal control and risk management system in order to
identify, measure, manage and monitor the main risks concerning the Company and its
subsidiaries, defining the risk level that is compatible with the strategic objectives of the
Company.
The Board of Directors grants and revokes managing powers, defining their limits and
conditions of exercise. For a more detailed description of the managing powers currently
granted to directors as well as the frequency with which the bodies in question must report to
the Board on the activities performed in exercising such powers, please refer to the following
sub-section entitled Executive Directors of this Section II.
The Board of Directors evaluates the general performance of the Company, paying particular
attention to the information received from the managing bodies and by the Control and Risk
Committee, periodically comparing the results achieved with the forecast data within their
area of responsibility.
In particular, the Board carries out its assessments taking into account the information
supplied by the CEO, who on the basis of the guidelines issued by the Board, supervises all
business structures and formulates proposals to be submitted to the Board with regard to the
organizational structure of the Company and of the Group, the general development and
investment plans, the financial plans and provisional financial statements as well as any other
matter submitted to him/her by the Board itself.
The Directors report to the other directors and to the Board of Statutory Auditors on the
transactions in which they hold an interest on their own behalf or on behalf of third parties.
Each Director is responsible for reporting to the Board and to the Board of Statutory Auditors
any such interest in a transaction.
For detailed information on the procedure for the approval of transactions with related
parties, please refer to section III of this Report.