LensCrafters 2015 Annual Report Download - page 60

Report on corporate governance and ownership structure as of December 31, 2015 Page 20 of 45
most relevant economic, financial and asset transactions performed by the Company and by its subsidiaries.
In light of the above, the Board has four Executive Directors: Leonardo Del Vecchio, Luigi Francavilla, Massimo Vian
and Francesco Milleri.
Non-executive Directors
Ms. Marina Brogi, Mr. Luigi Feola, Ms. Elisabetta Magistretti, Mr. Mario Notari, Ms. Maria Pierdicchi, Mr. Karl Heinz
Salzburger, Mr. Luciano Santel, Ms. Cristina Scocchia, Mr. Sandro Veronesi and Mr. Andrea Zappia are non-executive
Directors.
At the time of their candidacy, the following members of the Board of Directors Ms. Marina Brogi, Mr. Luigi Feola,
Ms. Elisabetta Magistretti, Ms. Maria Pierdicchi, Mr. Karl Heinz Salzburger, Mr. Luciano Santel, Ms. Cristina
Scocchia, Mr. Sandro Veronesi and Mr. Andrea Zappia, declared that they satisfy the requirement of independence set
forth by art.148, paragraph 3 of the Consolidated Financial Law, as quoted in art.147-ter of the latter and in art. 3 of the
Code of Conduct for Listed Companies.
On April 24, 2015, following its appointment by the Meeting of Stockholders, the Board of Directors verified that the
independence requirements of Directors Brogi, Feola, Magistretti, Pierdicchi, Salzburger, Santel, Scocchia, Veronesi
and Zappia were met and notified the market of this conclusion.
On January 29, 2016 the Board of Directors verified the independence requirements continue to be met on the basis of
the information available and information provided by the parties involved, acknowledging that these Directors can
continue to be qualified as independent.
The Board of Statutory Auditors verified the correctness of the evaluation carried out by the Board of Directors on the
independence of the Directors based on the criteria set forth in the Code of Conduct.
Therefore, in accordance with the provisions of the Italian Consolidated Financial Law and the Code of Conduct, nine
out of fourteen Directors are independent, i.e. more than one-third in accordance with the recommendations of the
Regulations for issuers such as Luxottica that belong to the FTSE Mib index.
On April 24, 2015, the Board of Directors appointed Ms. Marina Brogi as the Lead Independent Director as a point of
reference and coordinator of the requests and contributions of the non-executive and, in particular, independent
directors. On her initiative, the independent Directors exclusively met once in 2015, in which inter alia the methods for
the performance of the “Board evaluation” were discussed.
The Board of Directors in office until April 24, 2015 included seven non-executive members out of an eleven member
Board. Of these, six qualified as independent directors in compliance with the Consolidated Financial Law and the Code
of Conduct.
Appointment of Directors
The Board of Directors in office was appointed by the Meeting of Stockholders held on April 24, 2015. The minimum
percentage of share capital required to present a list, as established by CONSOB resolution no.19109 dated January 28,