LensCrafters 2015 Annual Report Download - page 58

Report on corporate governance and ownership structure as of December 31, 2015 Page 18 of 45
Further information can be found in this Report, and with respect to the Human Resources Committee, in the
Remuneration Report published pursuant to article 123-ter of the Italian Consolidated Financial Law.
The Board of Directors, at its meeting held on April 24, 2015, did not deem it necessary to set up an “Appointments
Committee” which is recommended by the Code of Conduct. This is due to the composition of the ownership structure
of the Company. Moreover, responsibilities regarding succession plans, which would be the responsibility of the
Appointments Committee, if set up, are assigned to the Human Resources Committee of Luxottica, which, inter alia,
evaluates the organizational requirements of the Group and the action taken for the effective assignment of key
positions.
Executive Directors
At the meeting held on April 24, 2015 the Board of Directors confirmed the appointment of Mr. Adil Mehboob-Khan
and Mr. Massimo Vian, respectively as the CEO for the marketing and sales division (“Markets Division”) and the CEO
for the product and operations division (“Product and Operations Division”), under the coordination and strategic
supervision of the Chairman, Leonardo Del Vecchio. Each of the CEOs had been assigned autonomous and exclusive
powers in their respective areas of competence, in addition to shared common powers for the management of the
functions not exclusively related to the Markets Division or the Product and Operations Division (i.e. typically so-called
“corporate functions”).
On January 29, 2016 following the resignation of the CEO for Markets, Mr. Adil Mehboob-Khan, the Board of
Directors appointed Mr. Leonardo Del Vecchio as Executive Chairman, granting him the powers for the Markets
Division and confirming the powers of Mr. Massimo Vian for the Product and Operations Division.
The Executive Chairman was granted the powers of ordinary and extraordinary management of the Markets Division,
which includes the departments and functions related to the marketing and sales area (Wholesale, Retail Optical, Retail
Luxury and Sun, EyeMed, E-Commerce, Marketing, Business Development, Mergers & Acquisitions). In particular, he
was granted the powers of management and representation for all the agreements and decisions in the Markets Division
that are not reserved for the Board of Directors, as well as for the Over-Threshold Transactions concerning the Markets
Division and the Shared Divisions. The Executive Chairman has the powers of management and representation, with
the obligation to coordinate and adequately inform the other CEO of the agreements and decisions that do not fall
within the Reserved Decisions, with regard to the following corporate functions: Accounting, Finance and Control,
Human Resources and Internal Communications, Corporate and Legal Affairs, Investor Relations and Corporate
Communications. He was also granted the powers of management and representation aimed at the coordination,
supervision and strategic direction of the activities of the Company and the Group, as the person in charge of strategic
supervision.
Mr. Massimo Vian, as CEO for Product and Operations, was assigned the powers of ordinary and extraordinary
management of the Product and Operations Division, which includes the departments and functions related to the
product and production area (the management of Style and Design; Research and Development; Purchasing;
Manufacturing Frames and Lenses; Logistics and Distributions; Quality Assurance; Industrial Planning; Business
Services; Risk Management and Compliance, Assortment Strategy and Management Support System-Go to Market). In
particular, he has autonomous powers of management and representation with regard to agreements and decisions in the
Product and Operations Division with a value not exceeding 15 million euros, as well as the Above-Threshold