ANNUAL REPORT 2004 - Luxottica Group

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- Sergio Erede - Sabina Grossi: Member of the Human Resources Committee - Gianni Mion: Chairman of the Human Resources Committee - Lucio Rondelli: Chairman of the Internal Audit Committee and member of the Human Resources Committee The Chief Executive Officer is also a member of Luxottica’s staff. Set out below is a list of the positions held by each of the Directors in other listed companies as well as in finance, banking, insurance and/or significant unlisted companies. Leonardo Del Vecchio Chairman of Beni Stabili S.p.A, Luxottica S.r.l, sole Director of La Leonardo Finanziaria S.r.l. and Delfin S.r.l., Director of Sunglass Hut International Inc. and Luxottica U.S. Holdings Corp. Luigi Francavilla Vice Chairman of Luxottica S.r.l. Andrea Guerra Chairman of OPSM Group Limited, Director of Cole National Corporation. Enrico Cavatorta Member of the Boards of Directors of Luxottica S.r.l., Cole National Corporation, OPSM Group Limited. Roberto Chemello Chief Executive Officer of Luxottica S.r.l., Chairman of Avant Garde Optics LLC, Director of Sunglass Hut International. Tancredi Bianchi Chairman of Fondo Immobiliare Polis SGR. Mario Cattaneo Member of the Boards of Directors of Eni S.p.A, UniCredito Italiano S.p.A., Banca Lombarda S.p.A. and Fin. Bansel S.p.A.; Chairman of the Board of Directors of CBI Factor S.p.A. CORPORATE GOVERNANCE Claudio Del Vecchio Chairman and Chief Executive Officer of Retail Brand Alliance Inc., Chief Executive Officer of Luxottica U.S. Holdings Corp., Executive Vice-President of Avant Garde Optics LLC, Director of LensCrafters Inc. Sergio Erede Member of the Boards of Directors of Autogrill S.p.A., Carraro S.p.A. and Marzotto S.p.A., Chairman of the Boards of Directors of Interpump Group S.p.A. and Galbani S.p.A. Lucio Rondelli Chairman of Assiparos GPA, Director of Spafid. Gianni Mion Chief Executive Officer of Edizione Holding S.p.A., member of the Boards of Directors of Benetton Group S.p.A., Autogrill S.p.A., Autostrade S.p.A., Olimpia S.p.A., Telecom Italia S.p.A., Telecom Italia Media S.p.A., Telecom Italia Mobile S.p.A., Banca Antonveneta S.p.A. INDEPENDENT DIRECTORS Based on the criteria specified by Borsa Italiana and the SEC, in the light of the declarations made by the members of the Board of Directors, four out of twelve are considered to be independent: Tancredi Bianchi, Mario Cattaneo, Gianni Mion and Lucio Rondelli. EXECUTIVE DIRECTORS On July 27, 2004, the Board accepted the wish of both the Chairman and the Vice Chairman to relinquish their operational responsibilities and authority. The Chairman now retains only those functions reserved to him at law and pursuant to Luxottica Group’s by-laws, as well as the supervision of the Internal Audit Committee. On September 14, 2004, the Board reappointed Leonardo Del Vecchio as Chairman of the Company, Luigi Francavilla as Vice Chairman and Andrea Guerra as Chief Executive Officer. The Chairman, despite his lack of operating authority, continues to be considered as an Executive Director 81
CORPORATE GOVERNANCE because of his commitment to Luxottica Group and his involvement in all principal strategic decisions. The Chief Executive Officer, Andrea Guerra, has full day to day authority with respect to Luxottica Group. His authority is set out in the resolutions made and the guidelines issued by the Board, although it does not extend to those powers reserved to the Board either by law, by the Company by-laws or Board resolutions. His authority is also subject to an overriding limit with respect to decisions or activities which would exceed a certain value threshold. The Chief Executive Officer has granted power of attorney to three Directors, Enrico Cavatorta, Roberto Chemello and Luigi Francavilla enabling them to execute transactions below a certain value threshold. Luigi Francavilla, Vice Chairman, and Roberto Chemello and Claudio Del Vecchio, Directors, hold positions which involve extensive operational authority in commercially significant companies within the Group. The Board therefore includes six Executive Directors: Leonardo Del Vecchio, Andrea Guerra, Enrico Cavatorta, Luigi Francavilla, Roberto Chemello and Claudio Del Vecchio. NON-EXECUTIVE AND NON-INDEPENDENT DIRECTORS In the light of the declarations made, two of the Directors, Sergio Erede and Sabina Grossi, are considered to be non-Executive and non-Independent Directors. DIRECTORS’ FEES Directors’ fees are approved by the Shareholders’ Meeting. To the extent that the fees payable to Directors performing special roles and the apportionment of the aggregate fees to be paid to each of the individual members of the Board is not determined by the Shareholders’ Meeting, such matters are decided by the Board after having heard the opinions of both the Human Resources Committee and the Board of Statutory Auditors. 82 HUMAN RESOURCES COMMITTEE On October 27, 2004, the Board of Directors set up a Human Resources Committee comprising five of its members, the majority of whom are non-Executive Directors (Leonardo Del Vecchio, Sabina Grossi, Andrea Guerra, Gianni Mion, Lucio Rondelli). The Human Resources Committee has an investigative, advisory and proposal-making function which includes: - recommending the aggregate fees payable to the Directors as well as the remuneration criteria for top management throughout the entire Group; - reviewing employee incentive schemes for the Group; and recommending the management structure and authority levels for the more significant subsidiaries. III. THE INTERNAL AUDIT SYSTEM The internal audit system is embodied in a set of procedures which apply to all activities. The relevant procedures are set out in formal manuals that are updated and circulated within the Group. The Board of Directors assesses and determines the internal control system by taking account of the views and reports made by those individuals, departments and committees tasked with ensuring that the organizational, administrative and accounting structure is appropriate to the Group’s nature and size. This process is in compliance with the provisions of Art. 2381 of the Italian Civil Code. To this end, the Board consults the Internal Audit Committee as well as the Director of Internal Audit and the Internal Auditing Department. When established, it will also consult the “Supervisory Body” which is being set up based in accordance with the organizational model set out in Act No. 231/2001. The supervisory and control duties reserved to the Board of Statutory Auditors at law remain unprejudiced, as does the requirement of Italian law that an external auditing company must be appointed to audit the Group’s accounts.
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ANNUAL REPORT 2004 PROFILE OF LUXOT
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PROFILE OF LUXOTTICA GROUP QUARTERL
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ANNUAL REPORT 2004
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ANNUAL REPORT 2004
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LUXOTTICA GROUP IN 2004 to have dir
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LUXOTTICA GROUP IN 2004 Luxottica G
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ANNUAL REPORT 2004
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DISTRIBUTION As for the performance
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DISTRIBUTION focused on the relatio
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DISTRIBUTION capacity, a direct pre
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ANNUAL REPORT 2004
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CHANGE YOUR VIEW
Page 31 and 32: www.vogue-eyewear.com
Page 34 and 35: Making its debut in 1926, Persol wa
Page 36 and 37: Launched in California in 1992, Arn
Page 38 and 39: The Sferoflex brand was acquired by
Page 40 and 41: DISTRIBUTION LICENSE BRANDS 39
Page 42 and 43: The Byblos brand has been licensed
Page 44 and 45: The Miu Miu brand was created in 19
Page 46 and 47: Sergio Tacchini, ever synonymous wi
Page 48 and 49: ANNUAL REPORT 2004
Page 50 and 51: DISTRIBUTION Today, Luxottica Group
Page 52 and 53: VERTICAL INTEGRATION Over the decad
Page 54 and 55: Over the years, Luxottica Group has
Page 56 and 57: WHOLESALE BRAND PORTFOLIO Luxottica
Page 58 and 59: Give the Gift of Sight is a Luxotti
Page 62 and 63: In accordance with U.S.GAAP (1) 200
Page 64 and 65: MANAGEMENT’S DISCUSSION AND ANALY
Page 66 and 67: expenses, thanks to economies of sc
Page 68 and 69: This information is being provided
Page 70 and 71: The swap will expire on June 17, 20
Page 74 and 75: (1) Except for earnings per share (
Page 76 and 77: (1) 1 ADS = 1 ordinary share. (2) C
Page 78 and 79: with the procedure set forth by it,
Page 80 and 81: CORPORATE GOVERNANCE Set out below
Page 84 and 85: INTERNAL AUDIT COMMITTEE The commit
Page 86 and 87: 3. the Chief Financial Officer, the
Page 88 and 89: STOCK OPTIONS PLANS At the Extraord
Page 90 and 91: ANNUAL REPORT 2004 LUXOTTICA GROUP
Page 92 and 93: (1) Through 1998 the Euro/U.S. Doll
Page 94 and 95: LUXOTTICA GROUP S.P.A. We have audi
Page 96 and 97: In accordance with U.S. GAAP (1) Tr
Page 98 and 99: In accordance with U.S. GAAP In tho
Page 100 and 101: In accordance with U.S. GAAP (1) Tr
Page 102 and 103: NOTES TO CONSOLIDATED FINANCIAL STA
Page 104 and 105: Maintenance and repair expenses are
Page 106 and 107: customers take receipt of products
Page 108 and 109: In thousands Weighted average share
Page 110 and 111: The Company recognizes forfeitures
Page 112 and 113: 2. RELATED PARTY TRANSACTIONS FIXED
Page 114 and 115: In thousands of Euro Assets purchas
Page 116 and 117: This pro forma financial informatio
Page 118 and 119: The Company believes that the preli
Page 120 and 121: (1) Goodwill acquired in 2003 and 2
Page 122 and 123: Estimated annual amortization expen
Page 124 and 125: Since fiscal year 2004, for income
Page 126 and 127: 8. LONG-TERM DEBT Long-term debt co
Page 128 and 129: Excluding current maturities, long-
Page 130 and 131: OBLIGATIONS AND FUNDED STATUS In th
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The accumulated benefit obligations
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CONTRIBUTIONS U.S. Holdings expects
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The following table sets forth the
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STOCK INCENTIVE PLANS Luxottica Gro
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Years ended December 31 (1) Inter-s
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In thousands of Euro Years ending D
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such higher consideration to all te
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eviewed at the end of January 2004,
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ANNUAL REPORT 2004 KEY CONTACTS AND
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EUROPE LUXOTTICA S.r.l. KILLERLOOP
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MIDDLE EAST AND FAR EAST LUXOTTICA
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