LensCrafters 2013 Annual Report Download - page 63

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agreed not apply the aforesaid principle based on the exemplary independence of judgement
deriving from the professionalism and experience of Prof. Cattaneo. The Board therefore
acknowledged that seven Directors out of thirteen can be qualified as Independent Directors
in accordance with the provisions of the Italian Consolidated Financial Law and the Code of
Conduct. The market was informed of this fact on April 27, 2012.
The Board of Directors has determined that the independence requirements continued to be
met on the basis of the information available and the information provided by the parties
involved on February 13, 2014.
The Board of Statutory Auditors has checked the evaluation carried out by the Board of
Directors on the independence of the Directors based on the criteria of the Code of Conduct.
During 2013, on the recommendation of the Lead Independent Director Marco Reboa, a
meeting solely of the independent directors was held.
Appointment of Directors
The Board of Directors in office was appointed by the meeting of April 27, 2012. The
minimum percentage of share capital required to present a list, as established by CONSOB,
was equal to 1%.
All thirteen of the directors in office were selected from the single list submitted by the
majority stockholder Delfin S.à r.l..
The list and its supporting documentation, filed and published within the deadlines prescribed
by law at the time of their appointment, are available for review on the Company’s website
under the Company/Governance/General Meeting/Archive section.
The appointment of the directors is regulated by Article 17 of the Company by-laws (please
refer to these for more information).
The Board of Directors has so far deemed it unnecessary to establish a Committee for the
appointment of directors due to the Company’s ownership structure.
Remuneration Report
The information on the remuneration paid to Directors, Auditors and other Managers with
Strategic Responsibilities is provided in the Company’s Remuneration Report, as prescribed
by Article 123-ter of the Italian Consolidated Financial Law.
Human Resources Committee
The Board of Directors in office as of April 27, 2012 appointed the following independent
Directors: Mr. Claudio Costamagna, Mr. Roger Abravanel and Ms. Anna Puccio as members
of the Human Resources Committee. Mr. Claudio Costamagna, who has particular expertise
in the field of finance, which was taken into account by the Board at the time of his