LensCrafters 2013 Annual Report Download - page 61

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Executive Directors
On April 27, 2012, the Stockholders Meeting confirmed Mr. Leonardo Del Vecchio as
Chairman of the Company. On the same date, Mr. Luigi Francavilla was confirmed as Vice
Chairman, and Mr. Andrea Guerra as Chief Executive Officer.
The Chairman retains the functions granted to him by law and by the Company by-laws and
supervises the Internal Auditing function.
Although he is not in possession of executive managing powers, the Chairman is still
regarded as an executive director by virtue of his commitment to the Company and his
involvement in all the relevant strategic decision-making.
Through Delfin S.à r.l., the Chairman is the majority Stockholder of the Company.
The Chief Executive Officer has been granted all the powers to manage the Company by
virtue of the resolution adopted by the Board of Directors on April 27, 2012, with the
exception of the following powers:
a) to approve strategic agreements and agreements with a financial value exceeding Euro
30 million, as a unit or aggregate amount – when dealing with transactions of the
same nature or with a similar object, which were concluded in the same context as
well as agreements requiring a commitment exceeding three years, except where the
same qualify as ordinary or recurring;
b) to acquire, transfer, sell or grant holdings, enterprises or business branches for a
unitary or aggregate amount or value (also taking into consideration financial
indebtedness) - when dealing with transactions of the same nature or with a similar
object and concluded in the same context – exceeding Euro 10 million;
c) to request banks, financial and commercial institutions to grant lines of credit or credit
lines in general, to issue financial debt under any form, for an amount exceeding Euro
15 million per transaction;
d) to issue debt (other than intra-group transactions and those transactions for payment
of tax and employees’ wages) on current accounts of the Company in banks and post
offices, for a unitary or aggregate amount - when dealing with transactions of the
same nature or with a similar object and concluded in the same context – exceeding
Euro 15 million;
e) to issue and grant to banks, financial institutions and third parties, in general,
collateral securities on the debts of third parties and, when on own debts or debts of
companies belonging to Luxottica Group, for amounts totaling over Euro 15 million;
f) to issue and grant to banks, financial institutions and third parties, in general,
guarantees on debt by Luxottica Group for amounts totaling over Euro 15 million and,
if on corporate debts of Luxottica Group, over the existing credit limits; and
g) to carry out transactions for foreign exchange risk hedging and interest rate risk
hedging, such as buying and selling currency futures, currency swaps, interest rate
swaps, call and put options for a unitary or aggregate value - when dealing with