LensCrafters 2015 Annual Report Download - page 48

Report on corporate governance and ownership structure as of December 31, 2015 Page 8 of 45
SECTION II – INFORMATION ON THE IMPLEMENTATION OF THE PROVISIONS OF THE CODE OF
CONDUCT
I. BOARD OF DIRECTORS
Role and duties
The Board of Directors plays a central role in Luxottica’s corporate governance.
It is responsible for the management of the Company, with the objective of maximizing value for stockholders in the
medium to long-term.
To this end, the Board passes resolutions on actions necessary to achieve the Company’s business purpose, except for
those matters which, under applicable law or the Company by-laws, are expressly reserved for the Meeting of
Stockholders.
Pursuant to art. 23, paragraph 5, of the Company by-laws, the Board of Directors is solely responsible for passing
resolutions on the following matters:
1. the definition of general development and investment programs and of the Company and Group objectives;
2. the preparation of the budget;
3. the definition of the financial plans and the approval of indebtedness transactions exceeding 18 months’
duration; and
4. the approval of strategic agreements.
With reference to the last item above, the Board of Directors resolved that in any case the following are to be deemed to
be of a strategic nature:
i. the agreements and decisions with a value exceeding 30 (thirty) million euros, intended as a unit amount (or
aggregate amount in the case of transactions of the same nature or with a similar subject), concluded within the
same context, also by other companies of the Group and/or with different counterparties, with the exception of
the following transactions, even if they exceed the threshold of 30 million euros (so-called “Over-Threshold
Transactions”): intra-group transactions; the purchase of raw materials, semi-finished products and
manufacturing components; supply and distribution agreements for glasses; the payment of overdue debts for
tax, salaries, dividends or interim dividends allocated for distribution, bonds and other loans;
ii. the agreements and decisions concerning the acquisition or disposal, temporary or permanent, or the
availability of trademark rights, be they owned or licensed, exclusive or non-exclusive, regardless of the value
of the transaction (and therefore even if less than the limit referred to in the previous point), with the exception
of inter-group transactions, merchandising agreements and agreements for the manufacture of goods and
services directly used by the Company and/or its subsidiaries;
iii. the agreements and decisions concerning the employment, promotion, transfer or termination of employment
or collaboration relationships, of any kind and for any amount, even if with companies of the Group, related to
the following managerial positions with strategic roles (“Strategic Managers”): Chief Financial Officer; Group
Human Resources Officer; Group Investor Relations and Corporate Communications Officer; Group
Manufacturing Officer; Group Design Officer; Corporate Business Services Officer; President Wholesale;
President Retail Optical; President Retail Luxury and Sun.
Subject to the concurrent competence of the extraordinary meeting of stockholders, the Board of Directors shall also