Annual Review 2012 - Luxottica

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88 | ANNUAL REPORT 2012 The electronic notification of the proxy can be carried out, in compliance with the provisions stated in the notice of invitation to attend, by using the special section on the website of the Company, or, if stated in the notice of invitation to attend, by sending the document to the certified e-mail address of the Company. The proxy may also be granted to the representative appointed by the Company with voting instructions on all or some of the proposals on the agenda in accordance with article 135-undecies of the Italian Consolidated Financial Law. The Company by-laws do not provide for voting by mail. Pursuant to article 14 of the by-laws, the provisions of the law are applied in relation to the validity of the composition of the meeting and the related resolutions. During 2012 the Ordinary Meeting of Stockholders convened on April 27, 2012 to pass resolutions on the following items on the agenda: 1. the approval of the Statutory Financial Statements for the year ended December 31, 2011; 2. the allocation of net income and distribution of dividends, payable in part out of the extraordinary reserve; 3. the election of the Board of Directors for the 2012-2014 term; 4. the election of the Board of Statutory Auditors for the 2012-2014 term; 5. the amendment of the remuneration arrangement for the Company’s independent registered public accounting firm, PricewaterhouseCoopers S.p.A., for the 2012-2020 term; 6. an advisory vote on the first section of the remuneration report in accordance with article 123-ter, paragraph 6 of Legislative Decree no. 58/1998. V. INVESTOR RELATIONS An investor relations team, directly reporting to the Chief Executive Officer, is dedicated to relations with the national and international financial community, with investors and analysts, and with the market. The Company set up a specific Investors section on its website to provide information that may be of interest to Company stockholders and investors. Documents on corporate governance are also available on the website www.luxottica.com and may be requested via e-mail at the following address: investorrelations@luxottica.com.
REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE | 89 > Below is a summary of the most significant events that occurred after the closing of fiscal year 2012 up to the date of this Report. The most significant events have already been described in the paragraphs above. After closing the 2012 fiscal year, the Board of Directors: (a) approved the annual report concerning the organizational and accounting corporate structure of Luxottica Group, identifying strategically important subsidiaries; (b) on the basis of the answers to a specific questionnaire, assessed the size, composition and performance of the Board itself and of the Committee in compliance with Application Criteria 1.C.1. (g) acknowledging the adequacy of the composition of the Board, of the Committee and their respective performances; (c) evaluated whether the requirements for independence existed, based on the information available and the information provided by the non-executive Directors by virtue of the provisions of the Italian Consolidated Financial Law and of the Code of Conduct, determining Roger Abravanel, Mario Cattaneo, Claudio Costamagna, Elisabetta Magistretti, Marco Mangiagalli, Anna Puccio and Marco Reboa to be independent directors; (d) verified that the present composition of the Board of Directors is compliant with the criteria established with respect to the maximum number of posts to be held in other companies; (e) decided to allocate specific funds to be made available to the Committees, as well as to the Board of Statutory Auditors in its capacity as Audit Committee and to the Supervisory Board in order to provide them with adequate financial resources to perform their respective tasks; (f) evaluated the adequacy of the internal control and risk management system as described in the report in point a) above and by the report of the Control and Risk Committee in compliance with Application Criteria 7.C.1. (b); (g) approved the audit plan for 2013, which had already been approved by the Control and Risk Committee; (h) on the proposal of the Human Resources Committee, approved the remuneration policy. SECTION III - SUMMARY OF THE MOST RELEVANT CORPORATE EVENTS SUBSEQUENT TO THE CLOSING OF FISCAL YEAR 2012 In accordance with the provisions of the Code of Conduct, the Board of Statutory Auditors assessed the evaluation made by the Directors on their independence and has verified compliance with the requirements for each individual auditor as outlined by the Code of Conduct. Milan, February 28, 2013
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Annual Review 2012
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All pictures in this Annual Review
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7 Letter to shareholders Dear Share
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9 1 Financial highlights 2008 2009
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13 2.1 Profile Luxottica is a marke
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17 2.2 Mission and strategy VERTICA
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2.2 MISSION AND STRATEGY 19 develop
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2.2 MISSION AND STRATEGY 21 Luxotti
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A first-class brand portfolio ACQUI
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27 2.4 From design to logistics Des
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30 ANNUAL REview 2012 its manufactu
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35 2.5 Brand portfolio Proprietary
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2.5 BRAND PORTFOLIO 37 Vogue eyewea
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2.5 BRAND PORTFOLIO 39 under licens
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2.5 BRAND PORTFOLIO 41 Prada Group
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50 ANNUAL REview 2012 Retail licens
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52 ANNUAL REview 2012 SUN AND LUXUR
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61 3 A long way to grow In 2013 Lux
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3 A long way to grow 63 The concent
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66 ANNUAL REview 2012 Net sales in
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69 5 Human resources Group headcoun
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5 HUMAN RESOURCES 71 For the retail
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75 Other information 2000-2012 EVOL
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Other information 77 share Capital
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Other information 79 1990 1991 1992
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ANNUAL REPORT 2012 Fiscal year ende
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MANAGEMENT REPORT | 5 > Management
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