LensCrafters 2006 Annual Report Download - page 84

transactions with related parties made by any company of the Group.
No prior approval by the Board of Directors is required for “ordinary” transactions with related
parties, as these fall within the authority granted by the Board to single Directors or individuals
appointed by such Directors; therefore, these transactions are periodically presented to the Board
of Directors by the Directors having authority.
The Board of Directors, which is called upon to approve the transaction, must be adequately
informed about the nature of the relation, how the transaction will be executed, when and upon
what economic conditions it will be completed, which assessment procedure was followed, the
underlying interest and grounds, and any potential risks for the Group.
The Board may, if appropriate, be assisted by one or more independent and competent experts
expressing an opinion on the conditions, lawfulness and technical aspects of the transaction.
The “Guidelines for Transactions with Related Parties” are available on the web site
www.luxottica.com.
Finally,(i) pursuant to the provisions of Art. 2391-bis of the Italian Civil Code, the Board of Directors
of the company concerned shall (if recourse is made to the capital markets) disclose these
transactions in its management report as per Art. 2428 of the Italian Civil Code; (ii) pursuant to the
provisions of Art. 71-bis of the Issuers Regulations (Regolamento Emittenti), if any of the
companies of the Group makes any transactions with Related Parties “which, because of their
purposes, considerations, methods or time of execution, may affect the protection of corporate
assets or the completeness and correctness of information, including accounting information,”
concerning Luxottica, the latter shall make available to the public an information document drawn
up in compliance with the regulations in force.
Procedure Concerning Internal Dealing (former “Code of Conduct”). On March 27, 2006, the
Board of Directors - in order to implement the recent regulatory changes concerning internal
dealing as provided for by Art. 114, seventh subsection, TUF, and articles 152-sexies and following
of the Issuers Regulations (Regolamento Emittenti), which supersedes the regulations provided by
the Rules Governing Operation of Markets Organized and Managed by Borsa Italiana as from April
1, 2006 - approved the new Procedure Concerning Internal Dealing, which supersedes the old
Code of Conduct.
The new Procedure Concerning Internal Dealing approved by the Board of Directors regulates in
detail the behavioral and information obligations relating to dealings in financial instruments
performed by so-called “relevant parties”, of which a list is provided.
The “Relevant Parties” shall notify the Company, CONSOB and the public of any transactions
involving purchase, sale, subscription or exchange of shares or financial instruments whose
aggregate amount is at least equal to Euro 5,000 per year; this amount will be calculated by
summing up all transactions involving shares and financial instruments related thereto made on
behalf of each relevant party and those made on behalf of any persons who are closely related to
these parties.
The Code on Internal Dealing provides for certain black-out periods and a set of sanctions for
breach of the relevant obligations.
Procedure for Handling Insider Information. On March 27, 2006, the Board of Directors, in
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