LensCrafters 2006 Annual Report Download - page 78

be performed, following the date of appointment, by the Board of Statutory Auditors appointed by
the Shareholders’ Meeting held on June 14, 2006.
In accordance with the provisions of these Rules, the Internal Control Committee has investigative,
advisory and proposal-making functions before the Board of Directors.
In particular, it performs the following activities:
• Assesses (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;
• Controls compliance with and draws up proposals for the regular updating of the corporate
governance rules.
The Committee meets any time that the Chairman deems it advisable or another member makes a
request in respect thereto and, generally, before the Board meetings for the approval of the
financial statements, the six-month reports and the quarterly reports.
During fiscal year 2006, the Committee met as described in the table attached to this Report.
The Internal Control Committee reports to the Board at least twice a year.
On February 19, 2007, the Board of Directors resolved upon specific allocations for providing the
Committee with appropriate financial resources to perform its duties. In this respect, please see
Section VIII of this Report.
The Person in Charge of the Internal Control. The Person in Charge of the Internal Control is
responsible for ensuring that the Group’s internal control system is appropriate and efficient as
well as for suggesting any corrective measures, provided that appropriate means were granted for
the performance of his duties.
Such office was granted to the person in charge of Internal Audit of Luxottica Group, who reports
to the Chairman and the Chief Executive Officer and reports on the execution of his duties to 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 (hereinafter the “Model”).
On July 27, 2006, the Board of Directors approved those supplements to the Model aiming at
including within the provided offences also the market abuse and the trans-national organized crimes.
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 built up while the regulations were in effect and the one established in
the U.S. experience following the issuance of the Federal Sentencing Guidelines in 1991.
The purpose of the Model is to set up a structured and organized set of procedures and control
activities to be performed also and mainly for prevention, that cannot be violated except by
>78 | ANNUAL REPORT 2006