LensCrafters 2015 Annual Report Download - page 49

Report on corporate governance and ownership structure as of December 31, 2015 Page 9 of 45
have authority over resolutions in connection with mergers and demergers in accordance with Articles 2505 and 2505-
bis and 2506-ter of the Civil Code, the 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, monitoring its implementation, as well as the 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, as well as the adequacy of the internal control and risk management system. The Board of Directors
reviews and approves the Company’s governance system 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 existing managing powers as well as the frequency with which the executive bodies
must report to the Board on the activities performed in exercising such powers, please refer to the 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 executive 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 executive bodies,
which, on the basis of the guidelines issued by the Board, supervise all business structures and formulate 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 them by the Board itself.
The Directors report to the full Board 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.
The members of the Board of Directors are called to carry out an annual evaluation on the composition, role and
performance of the Board and the Committees by filling out a special questionnaire. For the assessment conducted for
the 2015 fiscal year, the Company made use of the support of an independent expert, Prof. Alessandro Minichilli,
associate professor in the Management and Technology faculty of the Università Bocconi, with whom Luxottica has not
previously had any professional or business dealings.
The questionnaire, which had been modernized from previous years and supplemented with the contribution of the
individual directors, is made up of specific questions that concern, among others: the adequacy of the number of its