LensCrafters 2006 Annual Report Download - page 76

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and determining the remuneration criteria for the top management of the Company and of the
entire Group;
• Reviewing the Luxottica Group employees’ incentive plans and the criteria for the composition
of the management bodies of the relevant subsidiaries.
The Committee regularly assesses the remuneration criteria adopted for the top management of
the Company and the Group and supervises their application. It further controls the evolution and
application in time of the incentive plans approved by the Company and the Group.
On the date of the appointment of the new Human Resources Committee, the following members
were appointed thereto: Messrs. Gianni Mion, Chairman, Leonardo Del Vecchio, Ms. Sabina
Grossi and Mr. Andrea Guerra. Afterwards, by resolution dated February 19, 2007, the Board of
Directors decided to replace the members of the Human Resources Committee with Non-
Executive members of the Board, three of whom were Independent Directors. Therefore, at the
date hereof,the Committee comprises Messrs. Gianni Mion, Roger Abravanel, Ms. Sabina Grossi
and Mr. Claudio Costamagna. In this respect, please see Section VIII of this Report.
The Committee meets any time that the Chairman deems it advisable or another member makes a
request in respect thereto.
Furthermore, the said Committee resolves in the absence of Directors directly interested in the
relevant resolution.
During fiscal year 2006, the Committee met as described in the table attached to this Report.
On February 19, 2007, the Board of Directors resolved upon specific allocations to provide the
Committee with appropriate financial resources to perform its duties. In this respect, please see
Section VIII of this Report.
III. THE INTERNAL CONTROL SYSTEM
The internal control system consists of specific procedures which apply to each activity. Such
procedures are set forth in manuals updated and circulated within the Group.
In compliance with the provisions of Art. 2381 of the Italian civil code, the Board of Directors
determines the guidelines for the internal control system and assesses its adequacy, taking into
account the information reported by those bodies vested with authorities to ensure that the
organizational, administrative and accounting structure is appropriate to the Group's nature
and size.
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 provided by Legislative Decree No. 231/2001.
By the resolution taken on 19 February 2007, it was also decided that the person in charge of the
Internal Auditing not only refers to the Chairman, but also to the Chief Executive Officer.In this
respect, please see Section VIII of this Report.
Supervisory and control duties reserved by law to the Board of Statutory Auditors remain
unprejudiced; in accordance with the applicable Italian law, an external auditing company is
appointed to audit the Group's accounts.
>76 | ANNUAL REPORT 2006