LensCrafters 2015 Annual Report Download - page 59

Report on corporate governance and ownership structure as of December 31, 2015 Page 19 of 45
Transactions concerning the Product and Operations Division and the Shared Divisions. In the exercising of
autonomous powers, the CEO for Product and Operations properly informs the Chairman of the agreements and
decisions regarding his Division that – having a value of no more than 15 million euros - are not ordinary and recurring.
He has the powers of management and representation, with the obligation to coordinate and inform the Executive
Chairman, with regard to the following:
a. the agreements and decisions with a value not exceeding 15 million euros involving the Shared Divisions; and
b. 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, together
with the amendments to the structure and creation of new roles for directors that form the “front lines” of the
Product and Operations Division.
The CEO for Product and Operations, Mr. Massimo Vian, also has joint powers of management and representation with
the Executive Chairman, with regard to the following significant decisions:
a. the agreements and decisions with a Transaction Value, as defined above, of between 15 and 30 million euros
in the Product and Operations Division and the Shared Divisions;
b. the agreements and decisions regarding 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, together
with the amendments to the structure and creation of new roles for directors that form the “front lines” of the
Shared Divisions.
The limits on the amounts stated above for the Executive Chairman and the CEO for Product and Operations are not
applicable to Over-Threshold Transactions.
The Executive Chairman and the CEO for Product and Operations, exclusively within the scope of their respective areas
of competence and jointly within the scope of the Shared Divisions:
1 are responsible for supervising the related business units on the basis of the instructions received from the
Board of Directors, as well as ensuring that the organization, administration and accounting structure of the
Company is suitable to its nature and size.
1 are responsible for formulating proposals to be submitted to the Board of Directors regarding the organization
of the Company and of the Group, the general development and investment programs, the financial programs
and the budget, as well as regarding any other matter the Board may request.
1 have been identified as directors responsible for the internal control and risk management system.
Mr. Luigi Francavilla, Deputy Chairman, is granted the powers to perform transactions with a value not exceeding Euro
10 million.
On March 1, 2016, the Board of Directors co-opted Francesco Milleri and appointed him as Director with Deputy
Functions with the task to assist the Executive Chairman in the exercise of his duties. The Board has granted Francesco
Milleri deputy and substitute powers to be exercised upon specific request and authorization of the Executive Chairman,
under his coordination and responsibility.
In compliance with the provisions of the Company’s by-laws, the executive bodies report to the Board of Directors and
to the Board of Statutory Auditors promptly and regularly and, in any case, at least quarterly, on the general
performance of the business and on the procedures to exercise the managing powers granted to them, as well as on the