LensCrafters 2015 Annual Report Download - page 61

Report on corporate governance and ownership structure as of December 31, 2015 Page 21 of 45
2015, was equal to 0.5%.
Twelve of the fourteen Directors currently in office were selected from the list submitted by the majority stockholder
Delfin S.à r.l. Ms. Marina Brogi was drawn from the minority list submitted by a group of international and national
institutional investors (Anima Sgr S.p.A., APG Asset Management NV, Arca SGR S.p.A., Etica SGR S.p.A., Eurizon
Capital S.G.R. S.p.A., Eurizon Capital SA, Fideuram Investimenti S.G.R. S.p.A., Fideuram Asset Management
(Ireland) Limited, Interfund SICAV, Generali Investments Europe S.p.A. SGR, Legal & General Investment
Management Limited, Mediolanum Gestione Fondi SGR S.p.A., Mediolanum International Funds Limited, Pioneer
Asset Management S.A., Pioneer Investment Management SGRpA, Ubi Pramerica SGR). Mr. Francesco Milleri was
co-opted by the Board of Directors on March 1, 2016, with a favorable opinion from the Board of Statutory Auditors.
The lists and supporting documentation, filed and published within the deadlines prescribed by law at the time of their
appointment, are available for review on the Company’s website under the Company/Governance/General
Meeting/Archive section.
The appointment of Directors is regulated by article 17 of the Company by-laws (please refer to the by-laws for
additional information).
Due to the Company’s ownership structure, on the occasion of the Meeting of Stockholders called to renew the
Company’s governing bodies, the Board of Directors did not express its recommendation on the professional
qualifications considered appropriate to be represented in the Board.
It is to be noted that during the annual self-assessment, the Board of Directors expressed its satisfaction with regard to
the skills represented, highlighting that it was not necessary to add other professional figures.
Human Resources Committee
On April 24, 2015 the Board of Directors appointed the independent Directors Mr. Andrea Zappia, Chairman and Ms.
Marina Brogi, as well as the non-executive Director Mr. Mario Notari to be members of the Human Resources
Committee, all of whom are in possession of the knowledge and experience of financial matters or remuneration
policies required by the Code of Conduct. The Human Resources Committee in office until April 24, 2015 was
composed of the independent Directors Mr. Claudio Costamagna, Ms. Anna Puccio and Mr. Marco Mangiagalli.
The Committee is responsible for offering consultations and submitting proposals to the Board of Directors, mainly
with regard to the remuneration of executive directors and managers with strategic responsibilities.
The Committee reports to the Board of Directors at least twice a year prior to the approval of the financial statements
and the six-month report.
In 2015, the Committee met 5 times for an average of seventy-five minutes per meeting. In the first two months of 2016
the Committee met 3 times.
For further information on the responsibilities and activities of the Committee, as well as the remuneration of Directors,
Statutory Auditors and managers with strategic responsibilities, please refer to the Remuneration Report published in
accordance with article 123-ter of Italian Consolidated Financial Law.