Annual Review 2012 - Luxottica

REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE
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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.