LensCrafters 2003 Annual Report Download - page 38

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Internal Auditing function) and, on request, the managers of the various operational units and central services.
The Board of Statutory Auditors, which meets on a quarterly basis, as a matter of practice invites the Internal
Control Committee to attend its meetings, which are also attended by the manager of the external auditing firm, the
Internal Control Supervisor and, on request, the managers of the various operational units and central services.
In particular, the Internal Control Committee carries out the following functions:
- it assesses the adequacy of the internal control system and makes proposals on this, reporting to the Board of
Directors on the basis of the Internal Control Supervisor's report, of the external auditing firm’s comments, of the
Board of Statutory Auditors' investigations and of reports received from the Managing Director, the Chief Financial
Officer and the managers of the operational units and central services;
- in urgent situations, it approves in compliance with current regulations services outside the scope of auditing
contracted with the same firm that audits the Group’s financial statements;
- making use of the various Group functions, it checks that the Code of Ethics has been issued to, applied by and
obeyed by all whom it is meant to address. It makes proposals for updating the Code of Ethics to comply with
current regulations, examines any reported infringements to it, institutes the necessary checks, and, working with
the competent Group functions, suggests appropriate measures.
Organizational Model
In light of the legislation issued in the U.S. in conjunction with the Sarbanes-Oxley Act, which is also applicable to
foreign issuers with financial instruments listed in the U.S., the Group is currently updating its organizational model to
comply both with the requirements of the Sarbanes-Oxley Act and those laid down by Legislative Decree 231/2001,
concerning the administrative responsibility of corporations.
After the closing of fiscal year 2003 the Group adopted a Code of Ethics that lays down principles of ethics and
transparency on which the Group bases its internal and external activities. The Code of Ethics aims to ensure that
correctness, fairness, integrity, steadfastness and professional precision mark the operations, behavior and working
method both in relationships within the Group and in those with external entities and individuals, placing the
observance of the laws and regulations of the countries where it works, as well as the Group procedures, at the
center of attention.
The Code of Ethics also introduces the principles and rules of behavior relevant for the purposes of reasonable
prevention of the crimes set out in Legislative Decree 231/2001, and makes these principles and rules compulsory for
all employees of the Group.
For additional information the Code of Ethics is available from Luxottica Group’s website at www.luxottica.com.
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TREATMENT OF CONFIDENTIAL INFORMATION
The handling of confidential information is overseen to the Chairman, the Managing Director, the Chief Financial
Officer and the Investor Relations Director. These are the only individuals authorized to communicate to the market
information of a price-sensitive nature.
The Board of Directors has approved the "Rules for internal handling and disclosure of confidential and price
sensitive information". These procedures have been issued to Group employees who deal with confidential information
because of their responsibilities within the organization. These rules are designed to regulate the use and
management of confidential information within the Company and its dissemination outside the Company.
The Group has also approved the Code of Conduct on Insider Trading, which imposes internal reporting
obligations and limitations on transactions in Luxottica Group’s securities by employees who, because of their position
and/or their responsibilities, have access to confidential information (“Significant Persons”). The Code of Conduct
enables the Company to give timely information to the market of transactions in Luxottica Group’s securities made by
the Significant Persons.
RELATIONSHIPS WITH INVESTORS AND WITH OTHER SHAREHOLDERS
The Group has long had an Investor Relations Department which ensures the proper handling of relationships with
financial analysts, institutional and individual investors, both Italian and foreign.
The disclosure required by law is handled by Luxottica Group’s Legal Department.
To facilitate the dialogue with the financial community and shareholders, Luxottica Group publishes information on
its corporate website including the financial results for each reporting period, other press releases, Group information
and corporate governance information.
With respect to the conduct of Shareholders’ Meetings, the Group has not adopted a special set of rules other
than follow current regulation as they have always been properly and efficiently conducted.
STATUTORY AUDITORS
The Group’s By-Laws requires that Statutory Auditors be appointed by means of a vote on a list that can be
presented by shareholders who, either alone or with other shareholders, represent at least three per cent of the shares
that have voting rights at the Ordinary Shareholders’ Meeting. This ensures that the minority appoints at least one
regular Statutory Auditor and one alternate Statutory Auditor.
The Group’s By-laws require that the lists, to be deposited at the Group’s statutory seat at least five days before