LensCrafters 2006 Annual Report Download - page 85

ANNUAL REPORT ON
CORPORATE GOVERNANCE 2006 |85 <
compliance with the provisions contained in Articles 114, 115-bis, of TUF, and Articles 152-bis and
following of the Issuers Regulations (Regolamento Emittenti), as well as the directions of the
Corporate Governance Code, adopted a new procedure for handling insider information, in order to
ensure that this is promptly, completely and adequately disclosed to the public.
In accordance with the provisions of Art. 181, TUF, “insider” information means “any specific piece of
information, unknown to the public, directly or indirectly concerning one or more issuers of financial
instruments, or one or more financial instruments, which, if made known to the public, could
significantly affect the prices of the financial instruments to which this piece of information refers.”
The persons who are required to keep inside documents and insider information confidential are,
inter alia: (i) Directors; (ii) Statutory Auditors; (iii) all those in charge of executive activities within
Luxottica and the Companies of the Group; (iv) any other employees of Luxottica and the Companies
of the Group who become aware of any information and/or take possession of any documentation
pertaining to insider information for his function or for professional reasons.
The procedure for handling the information also specifies the identification of the persons in charge
with the external relations, expected conduct, operational procedures and the relevant obligations to
comply therewith. The characteristics, contents and conditions for updating the Register of the
persons having access to insider information are also provided.
Luxottica established this register in order to comply with the provisions of Art. 115-bis, TUF.
In this respect, the data concerning the persons whose names were entered in the Register will be
kept for five years since the circumstances which had caused their names to be entered or their
information to be updated ceased to exist.
The Procedure for handling privileged information is available on the web site www.luxottica.com.
Engagement of Auditing Companies. US regulations provide that either the Audit Committee or
an equivalent body under the specific rules of the relevant country must approve the services
rendered by external auditors to the Company and its subsidiaries.
On October 27, 2005, the Board of Directors approved the “Group Procedure for Granting
Assignments to External Auditors”; the purpose of this procedure is to protect the external
auditor’s independence, which is a key guarantee of the reliability of accounting information with
respect to the companies granting assignments.
The Parent Company’s external auditor is the main auditor of the entire Luxottica Group.
The limitations on granting of assignments as contained in this procedure are derived from the
regulations in force in Italy and the U.S., in view of the fact that Luxottica shares are listed both on
the telematic stock market organized and managed by Borsa Italiana and on the New York Stock
Exchange. Any further constraints imposed by any local laws applicable to individual non-Italian
subsidiaries are unprejudiced.
As a consequence of the significant amendments of Articles 159 and following, TUF,resulting from
the provisions of the Savings Law (Law No. 262 dated December 28, 2005), and subsequent
amendments and supplements introduced by Legislative Decree No. 303 of December 29, 2006,
new rules governing, among other things, the granting and revocation of assignments to external
auditors, incompatibilities and CONSOB’s supervisory and sanctioning powers, went into effect.
The Company will amend its procedure to take into account these legislative changes in 2007 -