Annual Review 2012 - Luxottica

REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE
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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;