Reserved matters

The Board of Directors shall have exclusive authority with respect to the following matters:

  1. defining the general investment and development plans and the goals of the Company and of the Group;
  2. determining the budget of the Company;
  3. defining the financial programs and approving any indebtedness of the Company exceeding 18 months;
  4. approving strategic transactions. 

The Board of Directors decided that in any case must be considered strategic, and therefore submitted to the Board, the following:

(i) agreements and decisions with a value exceeding 50 million euros, to be understood as a unit amount (or aggregated amount in the case of transactions of the same kind or with a similar purpose), entered into within the same context, also by different companies of the Group and/or with different counterparties, where it is clearly understood that the calculation of the value of each transaction for this purpose must take all of its elements into account, even if they differ from one another, exception made for intra-group transactions, purchases of raw, semi-finished materials and components required for production, agreements for the distribution and supply of glasses and sunglasses, payment of expired debts related to taxes, wedges to employees, dividends or advanced dividends to be distributed, bonds or other financing agreements;  

(ii) except for intra-group transactions, the purchase, transfer or disposal of trademarks or patents and/or the acquisition or the granting of any license with respect to the right to use a trademark or patent or any other transaction entailing, directly or indirectly or as an ancillary consequence thereof (including, for example, the acquisition of a business), the purchase, transfer, disposal or granting of any such trademarks, patents or licenses, for a value exceeding €3 million and, in the case of franchise, any franchise agreement with fees in excess of €10 million.

Last updated: Dec 02 2019