LensCrafters 2005 Annual Report Download - page 85

> 84 | ANNUAL REPORT 2005
regulations, within the limits allowed by the Italian regulations. Consistent with the SEC regulations and
Sarbanes Oxley Act, it is 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 companies
of the Group and to provide related advice and assistance;
3. recommending to the Board ways of resolving any disputes between the management and the
External Auditors in respect of 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 External Auditors.
The Board of Statutory Auditors will perform the above duties as from Fiscal Year 2006 and will be
provided with appropriate authority and resources to properly perform the relevant tasks.
On April 28, 2005, the Board of Directors resolved that “within the scope of the further tasks assignable
to the Internal Control Committee” from July 31, 2005 to the date in fiscal year 2006 on which the
Shareholders’ Meeting will have appointed a new Board of Statutory Auditors with the mechanism of list
voting as provided for by the Company by-laws, the duties of the Audit Committee as provided for above
will be performed by the Internal Control Committee which, on October 27, 2005, was supplemented by
the Board’s appointment of an Independent Director (i.e., prof. Mario Cattaneo) as its third member.
External Auditor. An external auditing company, registered in the register of certified public accountants,
appointed at the Shareholders’ Meeting is entrusted with auditing activities. The current auditing company
is Deloitte & Touche, whose assignment will be terminated when the financial statements for fiscal year
2005 are adopted. On October 27, 2005, by virtue of a resolution passed by the Board of Directors, the
“Group procedure for granting assignments to External Auditors” was adopted; the purpose of this
procedure is to protect the External Auditor’s independence, which is a key guarantee of the reliability of
accounting information with respect to the companies granting assignments.
IV. CODES OF CONDUCT AND PROCEDURES
Codes of conduct and other similar procedures designed to ensure that all activity is conducted in
accordance with the principles of transparency, fairness and loyalty underpin the Group’s Corporate
Governance framework.
Code of Ethics. The Group’s Code of Ethics identifies the values supporting all business activity, and
is continuously reviewed and updated to take account of suggestions made in the context of U.S. and
other relevant rules.
The Code of Ethics currently in force, which applies throughout the Group, was approved by the Board
of Directors on March 4, 2004, and was amended by the Board in its meeting held on October 27, 2005
by introducing amendments resulting from appointment of the Guarantor of the Code.
On March 27, 2006, the Code of Ethics was furthermore partially amended, in particular by introducing
new rules governing proper use of corporate assets by the employees of the Group and the other
Addressees of the Code.
Procedure for handling reports and complaints concerning violations of principles and rules
defined and/or acknowledged by the Luxottica Group. On October 27, 2005, the Board of
Directors, after receiving a favorable opinion from the Internal Control Committee, approved a
“Procedure for handling reports and complaints concerning violations of principles and rules defined
and/or acknowledged by the Luxottica Group.”