Annual Review 2012 - Luxottica

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60 | ANNUAL REPORT 2012 On the approval date of this Report Luxottica directly holds 4,681,025 treasury shares acquired through two buyback programs which were authorized by the Company’s stockholders’ meeting in 2008 and 2009. Please note that the information concerning the characteristics of the risk management and internal control system are listed below in Section II, which describes the Risk Management and Internal Control System.
REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE | 61 > I. BOARD OF DIRECTORS Role and duties The Board of Directors (hereinafter also the “Board”) plays a central role in Luxottica’s corporate governance. It has the power and responsibility to direct and manage the Company, with the objective of maximizing value for stockholders. SECTION II - INFORMATION ON THE IMPLEMENTATION OF THE PROVISIONS OF THE CODE OF CONDUCT To this end, the Board passes resolutions on actions necessary to achieve the Company’s business purpose, except for those matters which, under applicable law or the Company by-laws, are expressly reserved for the Stockholders’ Meeting. Pursuant to article 23, paragraph 5, of the Company by-laws, the Board of Directors is solely responsible for passing resolutions on the following matters: 1) the definition of general development and investment programs and of the Company and Group objectives; 2) the preparation of the budget; 3) the definition of the financial plans and the approval of indebtedness transactions exceeding 18 months’ duration; and 4) the approval of strategic agreements. With regard to the last item above, it should be noted that the Board of Directors resolved that the following are deemed “agreements of a strategic nature” and therefore must be submitted for review by the Board itself: (i) those agreements that may have a significant impact on the future prospects of the Company and of the Group; (ii) those transactions, which, if required by law, must be disclosed to the market pursuant to article 114 of Italian Legislative Decree 58/1998 by virtue of their capacity to impact the value of Luxottica Group shares. The Board of Directors in any case reserves the right to review: 1. all agreements having a significant economic value, namely a value equal to or higher than Euro 30 million; 2. without prejudice to the provisions under paragraph 1 above, the agreements which bind the Company and/or its subsidiary companies for a period of time exceeding three years, with the exception where the same are entered into in the ordinary course of business in compliance with the directives shared with the Board. Subject to the concurrent competence of the extraordinary meeting of stockholders, the Board of Directors shall also have authority over resolutions in connection with mergers and demergers in accordance with articles 2505 and 2505-bis and 2506-ter of the Civil Code, the establishment or termination of branches, the determination of which directors shall be entrusted with the power of representing the Company, the reduction of the outstanding capital stock in the event of withdrawal of a stockholder, the amendment of the By-Laws to comply with legal requirements, and the transfer of the principal place of business within Italian territory. The Board of Directors approves the strategic plan of the Group, regularly monitoring its implementation, as well as the yearly budget.
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Annual Review 2012
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All pictures in this Annual Review
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7 Letter to shareholders Dear Share
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9 1 Financial highlights 2008 2009
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13 2.1 Profile Luxottica is a marke
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17 2.2 Mission and strategy VERTICA
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2.2 MISSION AND STRATEGY 19 develop
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2.2 MISSION AND STRATEGY 21 Luxotti
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A first-class brand portfolio ACQUI
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27 2.4 From design to logistics Des
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30 ANNUAL REview 2012 its manufactu
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32 ANNUAL REview 2012 introduces ne
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35 2.5 Brand portfolio Proprietary
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2.5 BRAND PORTFOLIO 37 Vogue eyewea
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2.5 BRAND PORTFOLIO 39 under licens
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2.5 BRAND PORTFOLIO 41 Prada Group
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44 ANNUAL REview 2012 Luxottica a w
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46 ANNUAL REview 2012 Customers of
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50 ANNUAL REview 2012 Retail licens
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52 ANNUAL REview 2012 SUN AND LUXUR
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55 2.7 Giving back through OneSight
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58 ANNUAL REview 2012 Canada 7,342
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61 3 A long way to grow In 2013 Lux
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3 A long way to grow 63 The concent
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66 ANNUAL REview 2012 Net sales in
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69 5 Human resources Group headcoun
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5 HUMAN RESOURCES 71 For the retail
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75 Other information 2000-2012 EVOL
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Other information 77 share Capital
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Other information 79 1990 1991 1992
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www.luxottica.com
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ANNUAL REPORT 2012 Fiscal year ende
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MANAGEMENT REPORT | 5 > Management
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MANAGEMENT REPORT | 7 > 2011. In 20
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Page 99 and 100: MANAGEMENT REPORT | 13 > Please fin
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Page 103 and 104: MANAGEMENT REPORT | 17 > The income
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Page 109 and 110: MANAGEMENT REPORT | 23 > Cash used
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Page 125 and 126: MANAGEMENT REPORT | 39 > of the U.S
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www.luxottica.com
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