LUX » Topics » PRINCIPLES GOVERNING TRANSACTIONS WITH RELATED PARTIES

These excerpts taken from the LUX 6-K filed Jun 2, 2005.

PRINCIPLES GOVERNING TRANSACTIONS WITH RELATED PARTIES

        The prior consent of the Board is required in respect of any material related party transactions, including intercompany transactions.

        Any Director who has an interest in a given transaction must notify the Board and the Board of Statutory Auditors, specifying the nature, terms, origin and significance thereof.

        The Board is required to justify the approval of such transactions, for instance with cost-effectiveness for Luxottica and/or the Group.

        The Director concerned, although entitled to vote, usually abstains from doing so.

        In the case of intercompany transactions, there must be an economic benefit to Luxottica or the Group as a whole, whether direct or indirect, in order to be deemed to be in the company's interests.

        The Board may, in certain cases, seek the advice of one or more independent and competent experts in respect of the terms and conditions, lawfulness, and technical aspects of the proposed transaction.

PRINCIPLES GOVERNING TRANSACTIONS WITH RELATED PARTIES

        The prior consent of the Board is required in respect of any material related party transactions, including intercompany transactions.

        Any Director who has an interest in a given transaction must notify the Board and the Board of Statutory Auditors, specifying the nature, terms, origin and significance thereof.

        The Board is required to justify the approval of such transactions, for instance with cost-effectiveness for Luxottica and/or the Group.

        The Director concerned, although entitled to vote, usually abstains from doing so.

        In the case of intercompany transactions, there must be an economic benefit to Luxottica or the Group as a whole, whether direct or indirect, in order to be deemed to be in the company's interests.

        The Board may, in certain cases, seek the advice of one or more independent and competent experts in respect of the terms and conditions, lawfulness, and technical aspects of the proposed transaction.

EXCERPTS ON THIS PAGE:

6-K (2 sections)
Jun 2, 2005
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