LensCrafters 2005 Annual Report Download - page 83

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Board of Statutory Auditors which will be appointed by the 2006 Shareholders’ Meeting.
In accordance with the provisions of these Rules, the Internal Control Committee has an investigative,
advisory and proposal-making function, concentrating on:
• assessing (i) the adequacy of the internal control system; (ii) the work program of the Person in Charge
of Internal Control; (iii) the proper use of accounting principles in conjunction with the Company’s
administration managers and auditors; and (iv) the findings of the Internal Auditing Department’s activity;
• the performance of any additional tasks assigned to it by the Board, such as checking whether the
Code of Ethics has been duly circulated and enforced and the prior evaluation of any non-audit
assignments to the Auditing Company, in agreement with the Board of Statutory Auditors.
The Internal Control Committee reports to the Board at least twice a year.
The person in charge of Internal Control. He is responsible for ensuring that the Group’s internal
control system is both appropriate and efficient as well as suggesting any corrective measures.
He was identified as the Director of Internal Audit of the Luxottica Group, reports to the Chairman and
accounts to the Chief Executive Officer, the Internal Control Committee and the Board of Statutory Auditors.
Organizational, management and control model pursuant to Legislative Decree No. 231/2001.
On October 27, 2005, the Board of Directors adopted the Organizational, Management and control
model set out by Legislative Decree No. 231/2001, which is aimed at preventing the risk of potential
misconduct by employees and consultants of the Company, with resulting administrative liability as
provided for by Legislative Decree No. 231/2001. This Model was devised by taking into account not
only the requirements of the Decree, but also the Guidelines drawn up by Confindustria (the Italian
Manufacturers’ Association) over time, as well as the best practices that were gained while the
regulations were in effect and that became established in the U.S. experience following the issuance of
the Federal Sentencing Guidelines in 1991.
The purpose of the Model is to devise a structured and organized set of procedures and control
activities to be performed even and mainly preventatively, that cannot be violated but by fraudulently
evading its provisions. To this end, the Model serves the following purposes:
• to make all those operating in the name and on behalf of Luxottica Group aware of the need to
accurately comply with the Model, whose violation will result in severe disciplinary measures;
• to enforce the Company’s stigmatization of any behavior inspired by a misunderstood corporate
interest which is in contrast with laws, regulations, or, more in general, the principles of fairness and
transparency by which its activity is inspired;
• to inform about the heavy consequences that the Company (and therefore all its employees,
managers and top management) may suffer from enforcement of the money penalties and
disqualifying sanctions as provided for by the Decree, and the possibility that these may also be
ordered as a precautionary measure;
• to enable the Company to exercise constant monitoring and close supervision of activities, so as to
be able to take prompt action if potential risks arise, and, in case, to enforce the disciplinary
measures set out by the Model itself.
In conjunction with the adoption of the Model, the Board of Directors appointed the Model’s Supervisory
Body, composed of the Director of Internal Audit, of the Director of Human Resources and the Director
of Legal and Corporate Affairs, which will report to the Board of Directors, the Internal Control Committee
and the Board of Statutory Auditors.
To perform its tasks, the Supervisory Body is endowed with a budget which enables it to make all
expenditure decisions required to fulfill its duties.