LensCrafters 2003 Annual Report Download - page 35

Download and view the complete annual report

Please find page 35 of the 2003 LensCrafters annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 65

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65

6968
Luxottica Group’s corporate governance model meets the standards set forth in the Corporate Governance Code
of Listed Companies by Borsa Italiana, the entity responsible for the organization and management of the Italian Stock
Exchange, and by Consob, the entity responsible for regulating the Italian securities market.
Luxottica Group’s Board of Directors periodically assesses the adequacy of the Group’s corporate governance
model both with respect to the current size of the Group’s business and its growth prospects and in terms of changes
in the regulatory environment and, consequently, makes any changes or amendments that may be appropriate or
necessary.
KEY ELEMENTS OF LUXOTTICA GROUP’SCORPORATE GOVERNANCE MODEL
The corporate governance model of Luxottica Group, designed to maximize value for shareholders and ensure the
transparency of its management, preserving the traditional values that have guided the Group's growth, mainly
regulates the following:
- the attribution to the Board of Directors of a central role in the management of the Group and in the definition of its
corporate governance model
- the presence on the Board of an adequate number of independent and non-executive directors
- the division of the Group organizational structure by activity, on the basis of which authority is delegated to the
Chairman, to the Vice Chairman and to the Managing Director
- the institution of an Internal Control Committee within the Board of Directors with a majority of non-executive and
independent directors
- the Internal Auditing Department, managed by a senior executive with the title of Internal Control Supervisor
- the adoption of an Code of Ethics in which the rules of behavior for relationships within and outside the Group are
outlined
- the adoption by the Board of Directors of guidelines for significant transactions and with related parties
- the presence of an Investor Relations Department to manage relations with investors and stakeholders
- the drawing up of a "Rules for internal management and disclosure of confidential information and of price sensitive
information”
- the adoption of the Code of Conduct - Internal Dealing - for informing the market of trading in Luxottica Group
shares by Significant Persons
- the adoption of an internal procedure for approval of services outside the scope of auditing contracted with the
same firm that audits the Group’s financial statements
- the Luxottica Group’s By-Laws requirement for a list vote for the appointment of Statutory Auditors
- the availability on its Internet site of, among other matters, press releases, periodical figures and Group information.
CORPORATE GOVERNANCE