LensCrafters 2005 Annual Report Download - page 88

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ANNUAL REPORT ON
CORPORATE GOVERNANCE 2005
AND SARBANES-OXLEY PROJECT | 87 <
The Parent Company’s External Auditor is the main auditor of the entire Luxottica Group.
The limitations on granting of assignments as contained in this procedure are derived from the
regulations in force in Italy and the U.S., in view of the fact that Luxottica Group shares are listed both
on the telematic stock market organized and managed by Borsa Italiana and on the New York Stock
Exchange. Any further constraints imposed by any local laws applicable to individual non-Italian
subsidiaries are unprejudiced.
As a consequence of the significant amendments of articles 159 and following, TUF, resulting from the
provisions of the Savings Act (Act No. 262 dated December 28, 2005), new rules governing, among
other things, the granting and revocation of assignments to External Auditors, incompatibilities and
CONSOB’s supervisory and sanctionative powers came into force.
The Company will amend its procedure to take into account these legislative changes as soon as
possible - also in compliance with the implementary provisions which CONSOB is called upon to adopt.
V. BY-LAWS
The Company will adopt any amendments to the by-laws that will become necessary in order to adapt
the current By-laws to the new provisions introduced by the Savings Act (Act No. 262 dated December
28, 2005) as soon as possible - also in compliance with the implementary provisions which CONSOB
is called upon to adopt.
The main amendments to the by-laws will concern the following:
1. introduction of a list voting mechanism to elect Directors;
2. specification of the minimum shareholding required to submit a list, which, in any case, should not
be higher than 2.5% of the share capital;
3. the methods to appoint the Chairman of the Board of Statutory Auditors, to be selected from
among the Statutory Auditors elected by the minority;
4. the methods to appoint an executive in charge of drawing up accounting documents.
VI. FUNCTIONAL RULES OF SHAREHOLDERS MEETINGS
The functional rules of shareholders meetings - which were adopted with a view to orderly and
functional holding of ordinary and extraordinary shareholders’ meetings of Luxottica Group S.p.A. - are
available to shareholders at the Company’s registered office and in the venues where shareholders’
meetings are held; they are furthermore available to the public at www.luxottica.com.
The rules may be amended in fiscal year 2006 as a result of the coming into force of the Savings Act
(Act No. 262 dated December 28, 2005).
VII. INVESTOR RELATIONS
An investor relations team, reporting directly to the Chief Executive Officer, is dedicated to relations with the
national and international financial community, investors and financial analysts, the media and the market.
The relevant documents concerning Corporate Governance can be found at www.luxottica.com, and
may also be requested via e-mail.
Information concerning periodical reports and any significant events/transactions is promptly circulated
to the public as well as being published on Luxottica Group’s website.