Annual Review 2012 - Luxottica

REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE
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In April 27, 2012, following its appointment by the Ordinary Meeting of Stockholders, the
Board of Directors verified that the independence requirements of Directors Abravanel,
Cattaneo, Costamagna, Mangiagalli, Magistretti, Puccio and Reboa were met. With
reference to Mario Cattaneo who, in a short time, would have been in the situation set forth
under section 3.C.1.e) of the Code of Conduct which applied to the fact that Mr. Cattaneo
has held the position of Director for more than nine years out the last twelve, the Board of
Directors agreed not apply the aforesaid principle based on the exemplary independence
of judgement deriving from the professionalism and experience of Prof. Cattaneo. The
Board therefore acknowledged that seven Directors out of thirteen can be qualified as
Independent Directors in accordance with the provisions of the Italian Consolidated
Financial Law and the Code of Conduct. The market was informed of this fact on April 27,
2012.
The Board of Directors has determined that the independence requirements continued
to be met on the basis of the information available and the information provided by the
parties involved on February 14, 2013.
The Board of Statutory Auditors has checked the evaluation carried out by the Board
of Directors on the independence of the Directors based on the criteria of the Code of
Conduct.
During 2012, on the recommendation of the Lead Independent Director Marco Reboa, a
meeting solely of the independent directors was held.
Appointment of Directors
The Board of Directors in office was appointed by the meeting of April 27, 2012.
The minimum percentage of share capital required to present a list, as established by
CONSOB, was equal to 1%.
All thirteen of the directors in office were selected from the list submitted by the majority
stockholder Delfin S.àr.l. The list and its 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 Governance/GM section.
The appointment of the directors is regulated by article 17 of the Company by-laws (please
refer to these for more information).
The Board of Directors has so far deemed it unnecessary to establish a Committee for the
appointment of directors due to the Company’s ownership structure.
Remuneration Report
The information on the remuneration paid to Directors, Auditors and other Managers
with Strategic Responsibilities is provided in the Company’s Remuneration Report, as
prescribed by article 123-ter of the Italian Consolidated Financial Law.