LensCrafters 2006 Annual Report Download - page 83

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ANNUAL REPORT ON
CORPORATE GOVERNANCE 2006 |83 <
the most appropriate person to ensure a transparent and impartial assessment of reports and
complaints concerning violations to the principles contained in the Code of Ethics. The Guarantor,
at least every six months, informs the Board of Statutory Auditors, the Internal Control Committee
and the Reporting Supervisory Body of the complaints received and their status.
Procedure for Handling Reports and Complaints Concerning Violations of Principles and Rules
Defined and/or Acknowledged by the Luxottica Group. On October 27, 2005, the Board of
Directors, after receiving a favorable opinion from the Internal Control Committee, approved a
“Procedure for Handling Reports and Complaints Concerning Violations of Principles and Rules
Defined and/or Acknowledged by the Luxottica Group”.
This procedure covers complaints, claims and reports concerning cases of alleged fraud, violation
of the ethical principles and rules of behavior set out by the Group’s Code of Ethics, and
irregularities or negligence in accounting, internal controls procedures and auditing procedures.
Complaints from both employees and persons outside the Group are taken into consideration; the
Group undertakes to protect the anonymity of the reporting person and to ensure that any
employees reporting violations will not suffer any form of retortion.
The procedure applies to all the Companies in the Group.
Corporate Governance Code. As mentioned in the introduction to this Report, in March 2006, the
Corporate Governance Committee for listed companies promoted by Borsa Italiana issued a new
version of the Corporate Governance Code, replacing the one drawn up in 1999, as amended in 2002.
These new provisions take into account both the experience built up during the last years by the
best practices of the listed companies in Italy and the main foreign markets, and the approval of
Law No. 262/2005 (so called Savings Law).
In accordance with the provisions of Art. 124-bis of Legislative Decree No. 58/1998, i.e. the Italian
Finance Act (hereinafter, “TUF”), the Company states that it conforms to the principles contained in
the Code of Ethics, as well as those of the Corporate Governance Code, the recommendations of
which are thoroughly implemented by the Company, with the exception of the express disclosures
made in this Report.
The provisions of the Corporate Governance Code are summarized in tables, prepared in
compliance with the directions of Borsa Italiana, Assonime and Emittente Titoli, which are attached
to this Report.
Rules for Transactions with Related Parties. On March 27, 2006, the Board of Directors approved
the new “Guidelines for Transactions with Related Parties,” which superseded the former
“Guidelines for Significant Transactions and Those with Related Parties.”
The new document sets out the broader definition of related parties as provided for by the IAS 24
accounting principle, which was introduced into Italian law by CONSOB by virtue of resolution No.
14990 dated April 14, 2005.
The current Guidelines identify two different categories of transactions with related parties, and set
out a different procedure for each of them.
Approval by the Board of Directors of Luxottica Group S.p.A. is required for “extraordinary”
(1) The decree is meant for the coordination between the Savings Law and the Italian Banking Act and the Italian Finance Act.