LensCrafters 2015 Annual Report Download - page 57

Report on corporate governance and ownership structure as of December 31, 2015 Page 17 of 45
Limitations to the accumulation of positions
To assess the maximum number of positions a Director may hold as a director or an auditor in other companies listed on
regulated markets, in financial companies, banks, insurance companies or other companies of a significant size that is
compatible with the office of Director at Luxottica, the Board of Directors confirmed the following criteria at the Board
meeting held on April 24, 2015:
MAXIMUM NUMBER OF APPOINTMENTS AS DIRECTOR OR AUDITOR IN OTHER
COMPANIES
Listed companies, financial companies, banks, insurance companies or companies
of a significant size
Executive role 3 + LUXOTTICA
Non-executive role 9 + LUXOTTICA
For the purpose of multiple appointments, (i) the only positions to be taken into consideration are those as member of
the board of directors or auditor for companies listed on regulated markets (domestic and foreign), in banks, insurance
companies, or companies of a significant size, which are defined as companies with a total value of business or
revenues exceeding Euro 1000 million (hereinafter, “Large Companies”), (ii) the appointments by one or more Large
Companies belonging to the same group, including Luxottica Group, are counted as one, whereby the appointment
requiring the most significant commitment (i.e. the executive role) shall be considered the prevailing one.
The appointments held by the members of the Board of Directors in other companies, in compliance with the criteria
indicated above, are compatible with the appointment at Luxottica Group S.p.A. With regard to the Chairman, he serves
in four relevant roles pursuant to the above-mentioned criteria. However, after taking into consideration the fact that his
role in Beni Stabili S.p.A. SIIQ is directly related to his role in Foncière des Régions S.A., and that the offices held in
other companies are not executive positions, the Board of Directors on January 29, 2016 agreed that such appointments
were compatible with his role in Luxottica Group.
The members of the Board of Directors possess the required professionalism and experience to perform their roles
effectively and efficiently. In particular, it is guaranteed that they possess adequate experience in the business sector in
which the Company operates, as well as specific managerial, financial, legal and internal control skills.
Neither the Company by-laws, nor any board resolutions, have authorized, generally or conditionally, any derogations
from the non-competition clause.
Committees
The Board of Directors has set up the Human Resources Committee and the Control and Risk Committee within the
Board. Special regulations approved by the Board of Directors regulate their operations and respective tasks. In the
performance of their respective functions, these Committees are entitled to access the information and Company
functions necessary for the performance of their respective tasks, and may work with external consultants at the expense
of the Company, within the limits of the budget approved by the Board for each committee. In this regard, it is to be
noted that if the Human Resources Committee intends to make use of the services of a consultant in order to obtain
information on market practices regarding remuneration policies, it must check beforehand that the aforesaid consultant
is not in any position that may clearly compromise its independent judgment.