Annual Review 2012 - Luxottica

REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE
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IV. STOCKHOLDERS’ MEETINGS
The Board of Directors determines the venue, date and time of the stockholders’ meeting
in order to facilitate the participation of stockholders.
The Luxottica Directors and Auditors endeavor to attend the meetings, in particular those
Directors who, by virtue of their position, may contribute significantly to the discussion and
report on the activities performed.
The Ordinary Meeting of Stockholders is called through a notice published by the
thirtieth day prior to the date fixed for the Meeting (or by the fortieth day, in the
case of the appointment of company committees), on the Company website and
using the other methods prescribed by CONSOB in its Regulations. The notice of
call, in compliance with legal provisions, states the necessary instructions on how
to participate in the Ordinary Meeting of Stockholders, including information on
the methods for finding the proxy forms, which can also be accessed through the
Company website.
The Governance/GM section of the Company’s website contains the relevant information
on stockholders’ meetings held during the most recent fiscal years, including the
resolutions passed, the notices of call, as well as the documentation concerning the items
on the agenda.
Additional documentation for the meetings is also made available on the internet website
of the Company for the time limits set by current provisions of the law.
Luxottica has adopted a Regulation for stockholders’ meetings to ensure the regular and
functional management of ordinary and extraordinary stockholders’ meetings and to
ensure that each stockholder is allowed to express an opinion on the items being discussed.
The Regulation is available at the Company’s registered office and at the venues in which
the Stockholders’ Meetings are held; the Regulation is also available to the public on the
website www.luxottica.com, in the Governance/GM section.
The Board of Directors, in its February 28, 2011 meeting, updated the Regulation, which
was then approved by the Ordinary Meeting of Stockholders of September 14, 2004, for
the sole purpose of adapting it to the new legal provisions introduced by Italian Legislative
Decree no. 27/2010.
Pursuant to article 12 of the by-laws, those stockholders for whom the Company has
received notice by the relevant intermediary pursuant to the centralized management
system of the financial instruments, pursuant to the regulations and legal provisions in
force at that time, shall be entitled to attend the Meeting and to vote.
All persons entitled to attend the Meeting may be represented by written proxy in
accordance with the provisions of law.
The proxy can also be sent via a computerized document signed electronically in
accordance with article 21, paragraph 2, of Italian Legislative Decree no. 82/2005.