EssilorLuxottica governance to be equally shared for 3 years following €46 billion merger

By

Laura Galbiati

Translated by
Nicola Mira

Published
Mar 27, 2017

Italian eyewear giant Luxottica Group has published the details of the shareholders agreement between Essilor International and Delfin, in the wake of the €46 billion merger between Essilor and Luxottica. Luxembourg-based Delfin is controlled by Luxottica boss Leonardo Del Vecchio and, following the Luxottica-Essilor merger, will confer to Essilor its stake in Luxottica, currently amounting to 62.54% of the eyewear group's capital.

According to the agreement, the corporate governance for the newly created leviathan EssilorLuxottica will be shared on equal terms by the Essilor and Luxottica boards for three years, after which the group's board will be appointed without taking the directors' provenance into account.

The 16 board members are: Leonardo Del Vecchio, Executive President; Hubert Sagnières, Executive Vice-President with equal powers to Del Vecchio's; three representatives of Delfin; four independent members appointed by Delfin after consulting with Essilor; two from among Essilor's employee representatives; one a representative of Essilor's former workers and shareholders' association Valoptec; four independent members from Essilor's current board.

As the board's Executive President, Leonardo Del Vecchio will not however have a casting vote in case of parity.

The EssilorLuxottica articles of association and its board of directors' rules of procedure will be modified to comply with the new governance rules. Also, voting rights will be capped at 31%, and double voting rights for Essilor shares will be eschewed.