Luxottica Group, S.p.A. (LUX)

Role and Duties

        The Board of Directors plays a central role in Luxottica's corporate governance framework.

        It is duly authorized and responsible for guiding and managing the entire business, maximizing shareholder value and ensuring that the expectations of other stakeholders are met.

        To this end, the Board approves all matters intended to implement the Group's strategy, except for those matters which, pursuant to the by-laws of the Shareholders' Meetings, are expressly required to be dealt with at a Shareholders' Meeting, or which, pursuant to the by-laws of the company in question, are expressly required to be dealt by it.

        By virtue of a resolution dated 27^th July 2004, the Board of Luxottica resolved that certain significant matters may only be approved by it, such as:

•

the corporate governance rules and guidelines for the internal control of the entire Group;

•

the Group's organizational structure, including whether its organizational, administrative and accounting structures are appropriate;

•

the business, investment and development strategy for the entire Group, based on the proposals submitted by the Managing Director;

•

financial commitments and loans of a duration in excess of twelve months;

•

the budgets of all companies within the Group;

•

the periodical reports of all companies within the Group;

•

stock incentive schemes proposed at Shareholders' Meetings;

•

the remuneration criteria for senior management; and

•

all transactions having significant economic, P&L or financial impact, including: agreements of a strategic nature with an economic value in excess of 30 million Euros or which involve a liability lasting for more than three years; acquisitions or disposals of interests in companies or real estate with a value in excess of 2 million Euros; and, the issue of securities to third parties with a value in excess of 15 million Euros.

Role and Duties

        The Board of Directors plays a central role in Luxottica's corporate governance framework.

        It is duly authorized and responsible for guiding and managing the entire business, maximizing shareholder value and ensuring that the expectations of other stakeholders are met.

        To this end, the Board approves all matters intended to implement the Group's strategy, except for those matters which, pursuant to the by-laws of the Shareholders' Meetings, are expressly required to be dealt with at a Shareholders' Meeting, or which, pursuant to the by-laws of the company in question, are expressly required to be dealt by it.

        By virtue of a resolution dated 27^th July 2004, the Board of Luxottica resolved that certain significant matters may only be approved by it, such as:

•

the corporate governance rules and guidelines for the internal control of the entire Group;

•

the Group's organizational structure, including whether its organizational, administrative and accounting structures are appropriate;

•

the business, investment and development strategy for the entire Group, based on the proposals submitted by the Managing Director;

•

financial commitments and loans of a duration in excess of twelve months;

•

the budgets of all companies within the Group;

•

the periodical reports of all companies within the Group;

•

stock incentive schemes proposed at Shareholders' Meetings;

•

the remuneration criteria for senior management; and

•

all transactions having significant economic, P&L or financial impact, including: agreements of a strategic nature with an economic value in excess of 30 million Euros or which involve a liability lasting for more than three years; acquisitions or disposals of interests in companies or real estate with a value in excess of 2 million Euros; and, the issue of securities to third parties with a value in excess of 15 million Euros.