LensCrafters 2005 Annual Report Download - page 82

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ANNUAL REPORT ON
CORPORATE GOVERNANCE 2005
AND SARBANES-OXLEY PROJECT | 81 <
The Directors’ fees are approved by the Shareholders’ Meeting.
To the extent that the fees payable to Directors performing special roles and the apportionment of the
aggregate fees to be paid to each of the individual members of the Board are not determined by the
Shareholders’ Meeting, such matters are decided by the Board after having heard the opinions of both
the Human Resources Committee and the Board of Statutory Auditors.
Human Resources Committee. On October 27, 2004, the Board of Directors set up a Human Resources
Committee comprising five of its members, the majority of whom are non-Executive Directors (Messrs.
Leonardo Del Vecchio, Sabina Grossi, Andrea Guerra, Gianni Mion and Lucio Rondelli). The Human
Resources Committee has an investigative, advisory and proposal-making function which includes:
• recommending the aggregate remuneration payable to the Directors of the Company as well as the
remuneration criteria for the top management of the Company and the entire Group,
• reviewing employee incentive schemes for the Luxottica Group and recommending the
management structure and authority levels for the more significant subsidiaries.
III. THE INTERNAL CONTROL SYSTEM
The internal control system is embodied in a set of procedures which apply to each activity. The relevant
procedures are set out in formal manuals that are updated and circulated within the Group.
The Board of Directors determines the guidelines for the internal control system and assesses its
adequacy by taking account of the views and reports made by those individuals, departments and
committees tasked with ensuring that the organizational, administrative and accounting structure is
appropriate to the Group’s nature and size. This process is in compliance with the provisions of Art.
2381 of the Italian civil code.
To this end, the Board consults the Internal Control Committee as well as the person in charge of Internal
Control, the Internal Auditing Department and the Supervisory Body set up in accordance with the
organizational model set out in Legislative Decree No. 231/2001.
Supervisory and control duties reserved to the Board of Statutory Auditors at law remain unprejudiced,
as does the requirement of Italian law that an external auditing company must be appointed to audit the
Group’s accounts.
Internal Control Committee. The Board of Directors, in its meeting held on July 27, 2005,
appointed prof. Mario Cattaneo as the third member of the Internal Control Committee (the
“Committee”).
The Committee thus comprises three Independent Directors (Messrs. Tancredi Bianchi, Lucio Rondelli
and Mario Cattaneo) appointed by the Board of Directors.
Moreover, still in its meeting held on July 27, 2005, the Board of Directors approved the Rules of the
Committee, which - in their first and second part, respectively - set out the duties performed by the
Committee permanently as the Internal Control Committee and provisionally as the Audit Committee.
As a matter of fact, in compliance with the resolutions passed by the Board of Directors, from July 31,
2005 till when the Shareholders’ Meeting of Luxottica Group S.p.A. will appoint the new Board of
Statutory Auditors in fiscal year 2006, the Committee will also be acting as the Audit Committee - as
provided for by the Sarbanes-Oxley Act and the provisions issued by the Securities and Exchange
Commission and the New York Stock Exchange; these duties will subsequently be performed by the