LensCrafters 2004 Annual Report Download - page 84

CORPORATE GOVERNANCE
83
INTERNAL AUDIT COMMITTEE
The committee comprises three Independent
Directors, two of whom (Tancredi Bianchi, Lucio
Rondelli) were appointed by the Board.
It has an investigative, advisory and proposal-making
function, concentrating on:
- i) assessing the suitability of the internal control
system; ii) the activities of the Director of Internal
Audit; iii) the proper use of accounting principles in
conjunction with the Group’s administration
managers and auditors; and iv) the findings of the
Internal Auditing Department; and
- the performance of any additional tasks assigned
to it by the Board, such as checking whether the
Ethical Code has been duly circulated and
enforced and the evaluation of the external
auditors in conjunction with the Board of Statutory
Auditors.
The Internal Audit Committee reports to the Board at
least twice a year.
DIRECTOR OF INTERNAL AUDIT
The Director of Internal Audit is responsible for
ensuring that the Group’s system of internal control is
both appropriate and effective as well as suggesting
any improvements or changes that may be required.
Reporting to the Chairman, the Director of Internal
Audit also reports to the Chief Executive Officer,
Internal Audit Committee and the Board of Statutory
Auditors.
SUPERVISORY BODY PURSUANT TO ACT
NO. 231/2001
It is intended that existing procedures will be
supplemented as soon as possible by the creation of
a “Supervisory Body” responsible for reducing and
eliminating the risk of potential misconduct by
employees and consultants. In accordance with Act
No. 231/2001 it will be liable for companies within the
Group operating in Italy.
The Supervisory Body will be composed of the
Director of Internal Audit, the Director of Legal Affairs
and the Director of Human Resources.
It will report to the Board of Directors, the Internal Audit
Committee and the Board of Statutory Auditors and will
be provided with appropriate resources to perform its
tasks.
BOARD OF STATUTORY AUDITORS
The Board of Statutory Auditors was appointed by the
Shareholders’ Meeting on June 25, 2003 and will
remain in office until the financial statements for fiscal
year 2005 are approved. It comprises three regular
Statutory Auditors (Giancarlo Tomasin, Chairman,
Walter Pison, Mario Medici) and two Alternate Auditors
(Giuseppe Tacca and Mario Bampo).
According to the by-laws of Luxottica Group, Statutory
Auditors are appointed by list vote.
As provided for by the Italian regulations applicable to
listed companies, the Board of Statutory Auditors
supervises: the observance of law as well as company
by-laws; compliance with proper management
principles; appropriateness of the company’s
organizational structure and internal control system; and,
the suitability and reliability of the accounting system.
The Board of Statutory Auditors reports to the
Shareholders’ Meeting in respect of the three-year
audit assignment granted to external auditors.
As permitted by the SEC pursuant to rule 10A3, the
Board of Directors, in its meeting held on April 28,
2005, nominated the Board of Statutory Auditors as
the appropriate body to act as the “Audit Committee”,
as defined in the Sarbanes Oxley Act and SEC
regulations. Consistent with the SEC regulations,
Sarbanes Oxley and Italian regulations, it was primarily
responsible for:
1. assessing the proposals made by auditing
companies in their bid to win auditing
assignments;
2. supervising the conduct of the external auditors
appointed to audit the accounts of the Group and
to provide related advice and assistance;
3. recommending ways of resolving any disputes
between management and the external auditors
with respect to financial reporting; and
4. approving the procedures for authorizing allowable
non-audit services and advising the Board on the
granting of assignments for allowable non-audit
services to the Independent external Auditor.