LensCrafters 2013 Annual Report Download - page 62

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transactions of the same nature or with a similar object and concluded in the same
context – exceeding Euro 50 million.
The Chief Executive Officer is authorized by the Board of Directors to supervise all the
business units. He also makes proposals to be submitted to the Board of Directors regarding
the organization of the Company and of the Group, the general development and investment
programs, the financial programs and the budget, as well as regarding any other matter the
Board may request. He ensures that the organization, administration and accounting structure
of the Company is suitable to its nature and size.
The Chief Executive Officer is also the director responsible for the internal control and risk
management system.
Mr. Luigi Francavilla, Vice Chairman, and Director Enrico Cavatorta, General Manager, are
granted the powers to perform transactions with a value not exceeding Euro 10 million.
Mr. Luigi Francavilla, Mr. Andrea Guerra and Mr. Enrico Cavatorta, also hold offices in
companies controlled by Luxottica Group.
The Board of Directors, therefore, has four Executive Directors: Mr. Leonardo Del Vecchio,
Mr. Luigi Francavilla, Mr. Andrea Guerra and Mr. Enrico Cavatorta.
In compliance with the provisions of the Company’s by-laws, the designated bodies report to
the Board of Directors and to the Board of Statutory Auditors regularly and, in any case, at
least quarterly, on the general performance of the business and on the procedures to exercise
the managing powers granted to them, as well as on the most relevant economic, financial
and asset transactions performed by the Company and by its subsidiaries.
Non-executive Directors
Messrs. Roger Abravanel, Mario Cattaneo, Claudio Costamagna, Claudio Del Vecchio,
Sergio Erede, Elisabetta Magistretti, Marco Mangiagalli, Anna Puccio and Marco Reboa are
non-executive directors.
At the time of their candidacy, the following members of the Board of Directors: Mr. Roger
Abravanel, Mr. Mario Cattaneo, Mr. Claudio Costamagna, Ms. Elisabetta Magistretti, Mr.
Marco Mangiagalli, Ms. Anna Puccio and Mr. Marco Reboa, declared that they satisfy the
requirement of independence set forth by Article 148, paragraph 3 of Italian Legislative
Decree 58/1998, as quoted in Article 147-ter of same decree and in Article 3 of the Code of
Conduct of the Listed Companies.
In April 27, 2012, following its appointment by the Ordinary Meeting of Stockholders, the
Board of Directors verified that the independence requirements of Directors Abravanel,
Cattaneo, Costamagna, Mangiagalli, Magistretti, Puccio and Reboa were met. With reference
to Mario Cattaneo who, in a short time, would have been in the situation set forth under
section 3.C.1.e) of the Code of Conduct which applied to the fact that Mr. Cattaneo has held
the position of Director for more than nine years out the last twelve, the Board of Directors