LensCrafters 2006 Annual Report Download - page 82

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registered in the register of certified public accountants, to be appointed by the Shareholders' Meeting.
The currently appointed auditing company is Deloitte & Touche, whose engagement will end at the
approval of the financial statements for fiscal year 2011.
By resolution passed on October 27, 2005, the Board of Directors approved the “Group procedure
to engage external auditors”; the purpose of this procedure is to assure the independence of the
external auditor, which is a key aspect of the reliability of accounting information, with respect to
the companies which granted the engagements.
By-laws adaptations to the regulation in force resolved during fiscal year 2006. On June 15,
2006, the Company adopted the required By-laws amendments, to adapt the By-laws to the
provisions introduced by the Savings Law (Law No. 262, dated December 28, 2005).
The main By-laws amendments concerned:
1. The provision of a mechanism for list voting to appoint Directors;
2. The definition of the minimum interest required to present a list, in any case not exceeding 2.5%
of the share capital.
3. The conditions to appoint the Chairman of the Board of Statutory Auditors, to be elected among
the auditors appointed by the minority shareholders;
4. The conditions to appoint a manager in charge of drawing up the accounting documents.
Furthermore, also following the entry into force of the Legislative Decree No. 303 dated December
29, 2006, ("Coordinamento con la legge 28 dicembre 2005, n. 262, del testo unico delle leggi in
materia bancaria e creditizia (TUB) e del testo unico delle disposizioni in materia di intermediazione
finanziaria (TUF)”(1) amending the Savings Law, the Company shall proceed to the additional
adaptations required by the regulation currently in force during 2007 and, in any case, within the
terms provided therein.
IV.CODES OF CONDUCT AND PROCEDURES
The corporate governance of the Group is founded on the fundamental codes of conduct and
other similar procedures aimed at regulating all internal conducts, in accordance with the
principles of transparency,fairness and loyalty.
Code of Ethics. The Group's Code of Ethics identifies the values chart supporting all business
activity,and is continuously reviewed and updated to take into account the suggestions deriving in
particular from the US regulations.
The Code of Ethics currently in force, which applies throughout the Group, was approved by the
Board of Directors on March 4, 2004, and amended by the Board on October 27, 2005, mainly to
provide the appointment of the Guarantor of the Code.
On March 27, 2006, the Code of Ethics was further partially amended, in particular by introducing
new rules governing proper use of corporate assets by the Group’s employees and the other
Addressees of the Code.
The Code of Ethics is available at www.luxottica.com.
Mr. Sergio Scotti Camuzzi, specialist outside the Luxottica Group, has been appointed as the
Guarantor of the Code of Ethics,who, given his independence and expertise was deemed to be
>82 | ANNUAL REPORT 2006