This excerpt taken from the LUX 20-F filed Jun 29, 2005.
Memorandum and Articles of Association as of December 31, 2004
Our Articles of Association provide that Luxottica Group S.p.A.s principal objectives are, among other things, (i) the ownership and management of other companies or entities both in Italy and abroad, (ii) financing and managerial coordination of the owned companies and entities and (iii) providing credit support for our subsidiaries. The Legislative Decree No. 58 of February 24, 1998 regulating the Italian financial markets (Decree No. 58) and our Articles of Association contain, among other things, provisions to the following effect:
The Board of Directors is invested with the fullest powers for ordinary and extraordinary management of the company, except for the acts that the law reserves for shareholders meetings. Compensation of the directors is determined by our Board of Directors and approved by the ordinary shareholders at the annual meeting of shareholders.
Directors are not required to hold ordinary shares of Luxottica Group S.p.A. as a qualification for office.