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 30 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)       the agreements and decisions regarding the purchase, transfer or disposal of trademark rights, either definitively or temporarily, be they owned or licensed, exclusive or non-exclusive, irrespective of the value of the transactions (and therefore even if they have a lower value than the limit referred to in the previous point), without taking into account intra-group transactions, merchandising agreements and agreements for the production of goods or services directly used by the Company and/or its subsidiaries;

(iii)      the agreements and decisions regarding the taking-on, promotion, transfer or termination of employment or collaboration relationships, of any kind and for any amount, even if with companies of the Group, regarding the following management positions with strategic functions (“Strategic Managers”):

  •  Chief Financial Officer;
  •  Group Human Resources Officer;
  •  Group Investor Relations and Corporate Communications Officer;
  •  Chief Operating Officer;
  •  Group Design Officer;
  •  Corporate Business Services Officer;
  •  President Wholesale;
  •  President Retail Optical;
  •  President Retail Luxury and Sun.


Last updated: Dec 12 2017