LensCrafters 2007 Annual Report Download - page 101

>100 | ANNUAL REPORT 2007
up in 1999 and amended in 2002. In accordance with the provisions of art. 124-bis of Law no.
58/1998, the Company declares that it conforms to the principles set forth in the Code of Ethics as
well as those set forth in the Code of Conduct, the recommendations of which are an integral part
of the Company, with the exception of those expressly identified in this Report.
Guidelines for transactions with related parties. On February 14 2008, the Company modified the
“Guidelines for Transactions with Related Parties” with the aim of ensuring the appropriateness
and transparency of the transactions in question.
The Guidelines, which identify the parties concerned according to IAS 24, distinguish between
different categories of transactions.
Inter-Group Transactions (those carried out between Luxottica and its subsidiaries or among the
subsidiaries themselves), require the prior approval of the Board of Directors if they are atypical,
unusual or concluded under different conditions from standard transactions and exceed Euro 5
million. If they are atypical, unusual or concluded under different conditions from standard
transactions but do not exceed Euro 5 million, they must be reported to the Board of Directors.
Transactions with Other Related Parties (all other transactions with related parties carried out by
the Company or by companies under its control which are different from the Inter-Group
Transactions described above) require prior approval by the Board of Directors if they are atypical,
unusual or concluded under different conditions from standard transactions and exceed Euro 2.5
million. Any transactions that are atypical, unusual or concluded under different conditions from
standard transactions but do not exceed Euro 2.5 million must be reported to the Board of
Directors. Likewise, Transactions with Other Related Parties that exceed Euro 2.5 million but fall
within the normal activities of Luxottica and its subsidiaries must be reported to the Board of
Directors.
The Board of Directors will determine whether to approve the transactions with related parties that
require its approval, with the help of independent experts when necessary.
The “Guidelines for Transactions with Related Parties” are available on the website
www.luxottica.com under the section Investor Relations.
Internal Dealing Procedure. On March 27, 2006, in order to implement the recent regulatory
changes concerning internal dealing as set forth in Art. 114, seventh subsection, TUF and articles
152-sexies and the subsequent Issuers Regulations (Regolamento Emittenti), the Board of
Directors approved the procedure relating to internal dealing. This procedure was last updated on
March 13, 2008.
The procedure concerning internal dealing contains detailed provisions governing the behavioral
and informational obligations relating to transactions in Luxottica shares or financial instruments
related to the shares (such as the ADSs) that apply to so-called “relevant parties.”
The relevant parties - chosen from directors, auditors and two managers with strategic functions
(art. 152-sexies letter c2) will notify the Company, CONSOB and the public of any transactions
involving the purchase, sale, subscription or exchange of shares or financial instruments related to
them whose total value is at least equal to Euro 5,000 per year. This amount is calculated by
totalling the transactions involving shares and the financial instruments relating to them made on
behalf of each of the relevant parties and any other persons closely related to these parties.