Annual Review 2012 - Luxottica
Annual Review 2012 - Luxottica Annual Review 2012 - Luxottica
68 | ANNUAL REPORT 2012 In 2001 she joined Zed-TeliaSonera as Managing Director for Italy, a position she held until 2004, and she then moved on to Sony Ericsson Italia, where she held the position of Managing Director until 2006. Ms. Puccio was the Senior Strategy Advisor for Accenture Mobility Operative Services from 2008 until 2009. Since 2010, she has been the General Manager of CGM, the Italian Cooperative Group of Social Enterprises. Between 2006 and 2012 she was a member of the Board of Directors of Buongiorno S.p.A. Marco Reboa Mr. Reboa has been a member of the Board of Directors since April 29, 2009, after serving as Chairman of the Board of Statutory Auditors of Luxottica Group S.p.A. between June 14, 2006 and April 29, 2009. He holds a degree in business administration, received at the Università Bocconi in Milan, Italy, in 1978. He is registered in the Association of Certified Accountants since 1982 and is a certified public accountant pursuant to Ministerial Decree April 12, 1995. He is currently full professor at the Law School of the Libero Istituto Universitario Carlo Cattaneo in Castellanza, Italy, and works as a freelance professional in Milan, notably in the field of operations of corporate finance. Over the past few years, he has published a series of books and articles on financial statements, economic appraisals and corporate governance. He is Editor of the Magazine of Certified Accountants, a member of the Board of Directors of Carraro S.p.A., Interpump Group S.p.A., Parmalat S.p.A. and Made in Italy1 S.p.A., as well as Chairman of the Board of Statutory Auditors of Indesit Company S.p.A. To assess the maximum number of positions a Director of the Group may hold as a director or an auditor in other companies listed on regulated markets, in financial companies, banks, insurance companies or other companies of a significant size, the Company implemented the following criteria: Listed companies, financial companies, banks, insurance companies or companies of a significant size Executive role Non-executive role Maximum number of appointments as director or auditor in other companies 3 + Luxottica 9 + Luxottica For the purpose of multiple appointments, (i) the only positions to be taken into consideration are those as member of the Board of Directors or auditor for companies listed on regulated markets (domestic and foreign), in banks, insurance companies, or companies of a significant size, which are defined as companies with a total value of business or revenues exceeding Euro 1,000 million (hereinafter, “Large Companies”), (ii) the appointments by one or more Large Companies belonging to the same group, including Luxottica Group, are counted as one, whereby the appointment requiring the most significant commitment (i.e. the executive role) shall be considered the prevailing one.
REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE | 69 > The appointments held by the members of the Board of Directors in other companies, in compliance with the criteria indicated above, are compatible with the appointment in Luxottica Group. With regard to the Chairman, please note that he serves four relevant roles pursuant to the above-mentioned criteria. However, after taking into consideration the fact that he does not enjoy any managing powers in the Company and that his role in Beni Stabili S.p.A. is directly related to his role in Foncière des Regions, the Board agreed that such appointments were compatible with his role in Luxottica Group. The members of the Board of Directors possess the required professionalism and experience to perform their role effectively and efficiently. It should be noted that neither the Company by-laws, nor any board resolutions, have authorized, generally or conditionally, any derogations from the non-competition clause. Executive Directors On April 27, 2012, the Stockholders Meeting confirmed Mr. Leonardo Del Vecchio as Chairman of the Company. On the same date, Mr. Luigi Francavilla was confirmed as Vice Chairman, and Mr. Andrea Guerra as Chief Executive Officer. The Chairman retains the functions granted to him by law and by the Company by-laws and supervises the Internal Auditing function. Although he is not in possession of executive managing powers, the Chairman is still regarded as an executive director by virtue of his commitment to the Company and his involvement in all the relevant strategic decision-making. Through Delfin S.àr.l., the Chairman is the majority Stockholder of the Company. The Chief Executive Officer has been granted all the powers to manage the Company by virtue of the resolution adopted by the Board of Directors on April 27, 2012, with the exception of the following powers: a) to approve strategic agreements and agreements with a financial value exceeding Euro 30 million, as a unit or aggregate amount - when dealing with transactions of the same nature or with a similar object, which were concluded in the same context as well as agreements requiring a commitment exceeding three years, except where the same qualify as ordinary or recurring; b) to acquire, transfer, sell or grant holdings, enterprises or business branches for a unitary or aggregate amount or value (also taking into consideration financial indebtedness) - when dealing with transactions of the same nature or with a similar object and concluded in the same context - exceeding Euro 10 million; c) to request banks, financial and commercial institutions to grant lines of credit or credit lines in general, to issue financial debt under any form, for an amount exceeding Euro 15 million per transaction; d) to issue debt (other than intra-group transactions and those transactions for payment of tax and employees’ wages) on current accounts of the Company in banks and post offices, for a unitary or aggregate amount - when dealing with transactions of the same nature or with a similar object and concluded in the same context - exceeding Euro 15 million;
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68 |<br />
ANNUAL REPORT <strong>2012</strong><br />
In 2001 she joined Zed-TeliaSonera as Managing Director for Italy, a position she held<br />
until 2004, and she then moved on to Sony Ericsson Italia, where she held the position of<br />
Managing Director until 2006.<br />
Ms. Puccio was the Senior Strategy Advisor for Accenture Mobility Operative Services<br />
from 2008 until 2009. Since 2010, she has been the General Manager of CGM, the Italian<br />
Cooperative Group of Social Enterprises. Between 2006 and <strong>2012</strong> she was a member of<br />
the Board of Directors of Buongiorno S.p.A.<br />
Marco Reboa<br />
Mr. Reboa has been a member of the Board of Directors since April 29, 2009, after serving<br />
as Chairman of the Board of Statutory Auditors of <strong>Luxottica</strong> Group S.p.A. between June<br />
14, 2006 and April 29, 2009.<br />
He holds a degree in business administration, received at the Università Bocconi in<br />
Milan, Italy, in 1978. He is registered in the Association of Certified Accountants since<br />
1982 and is a certified public accountant pursuant to Ministerial Decree April 12, 1995.<br />
He is currently full professor at the Law School of the Libero Istituto Universitario Carlo<br />
Cattaneo in Castellanza, Italy, and works as a freelance professional in Milan, notably in<br />
the field of operations of corporate finance. Over the past few years, he has published a<br />
series of books and articles on financial statements, economic appraisals and corporate<br />
governance.<br />
He is Editor of the Magazine of Certified Accountants, a member of the Board of Directors<br />
of Carraro S.p.A., Interpump Group S.p.A., Parmalat S.p.A. and Made in Italy1 S.p.A., as<br />
well as Chairman of the Board of Statutory Auditors of Indesit Company S.p.A.<br />
To assess the maximum number of positions a Director of the Group may hold as a director<br />
or an auditor in other companies listed on regulated markets, in financial companies, banks,<br />
insurance companies or other companies of a significant size, the Company implemented<br />
the following criteria:<br />
Listed companies, financial companies, banks, insurance companies<br />
or companies of a significant size<br />
Executive role<br />
Non-executive role<br />
Maximum number<br />
of appointments as<br />
director or auditor in<br />
other companies<br />
3 + <strong>Luxottica</strong><br />
9 + <strong>Luxottica</strong><br />
For the purpose of multiple appointments, (i) the only positions to be taken into<br />
consideration are those as member of the Board of Directors or auditor for companies<br />
listed on regulated markets (domestic and foreign), in banks, insurance companies, or<br />
companies of a significant size, which are defined as companies with a total value of<br />
business or revenues exceeding Euro 1,000 million (hereinafter, “Large Companies”),<br />
(ii) the appointments by one or more Large Companies belonging to the same group,<br />
including <strong>Luxottica</strong> Group, are counted as one, whereby the appointment requiring<br />
the most significant commitment (i.e. the executive role) shall be considered the<br />
prevailing one.