LensCrafters 2005 Annual Report Download - page 87

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Procedure concerning Internal Dealing. On March 27, 2006, the Board of Directors - in order to
implement the recent regulatory changes concerning Internal Dealing as provided for by Art. 114,
seventh subsection, TUF, and Artt. 152-sexies and following of the Regolamento Emittenti, which
supersede the regulations as provided for by the Rules governing operation of markets organized and
managed by Borsa Italiana as from April 1, 2006 - approved the new procedure concerning Internal
Dealing, which supersedes the old one.
The new Procedure Concerning Internal Dealing approved by the Board of Directors regulates in detail
the behavioral and information obligations relating to dealings in financial instruments performed by so-
called “relevant parties”, of which a list is provided.
“Relevant parties” shall notify the Company, CONSOB and the public of any transactions involving
purchase, sale, subscription or exchange of shares or financial instruments whose aggregate amount
is at least equal to Euro 5,000 per year; this amount will be calculated by summing up all transactions
involving shares and financial instruments related thereto made on behalf of each relevant party and
those made on behalf of any persons who are closely related to these parties
The Code on Internal Dealing provides for certain black-out periods and a set of sanctions for any failure
to fulfill obligations.
Procedure for handling privileged information. On March 27, 2006, the Board of Directors, in
compliance with the provisions contained in Artt. 114, 115-bis, TUF, and Artt. 152-bis and following of
the Regolamento Emittenti, as well as the directions of the Code of Corporate Governance practice
currently in force - drawn up by Borsa Italiana’s Committee on Corporate Governance for Listed
Companies - adopted a new procedure for handling privileged information, in order to ensure that this
is promptly, completely and adequately disclosed to the public.
In accordance with the provisions of Art. 181, TUF, “privileged” information means “any piece of
information of precise type, unknown to the public, directly or indirectly concerning one or more issuers
of financial instruments, or one or more financial instruments, which, if made known to the public, could
significantly affect the prices of the financial instruments to which this piece of information refers.”
The persons who are required to keep inside documents and priviliged information confidential include:
(i) Directors; (ii) Statutory Auditors; (iii) all those in charge of executive activities within Luxottica Group
and the companies of the Group; (iv) any other employees of Luxottica Group and the companies of
the Group who become aware of any information and/or take possession of any documentation
pertaining to privileged information for official or professional reasons.
In order to comply with the provisions of Art. 115-bis, TUF, Luxottica Group also established a register
of persons having access to privileged information.
The data concerning the persons whose names were entered in the Register will be kept for five years
since the circumstances which had caused their names to be entered or their information to be updated
ceased to exist.
Granting of assignments to auditing companies. U.S. regulations provide that either the Audit
Committee or an equivalent body under country specific rules must approve the services rendered by
External Auditors to the Company and its subsidiaries.
On October 27, 2005, the Board of Directors approved the “Group procedure for granting assignments to
External Auditors;” 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.