LensCrafters 2007 Annual Report Download - page 102

ANNUAL REPORT ON
CORPORATE GOVERNANCE 2007 | 101 <
The internal dealing procedure provides for certain black-out periods during which the relevant
parties are not permitted to engage in transactions in the Company’s stock.
The procedure is available on website www.luxottica.com under the section Investor Relations.
Procedure for handling inside information.
On March 27, 2006, the Board of Directors, in compliance with the provisions contained in TUF
articles 114, 115-bis and articles 152-bis and the subsequent CONSOB Regulations 11971/1999
as well as the regulations contained in the Code of Conduct, adopted a new procedure for
handling inside information (in accordance with TUF article 181) in order to ensure that such
information is promptly, completely and adequately disclosed to the public. This procedure was
last updated on March 13, 2008.
Those required to keep such documents and inside information confidential include, among
others: (i) directors; (ii) statutory auditors; (iii) all those in charge of executive activities within
Luxottica and the companies in the Group; and (iv) any other employees of Luxottica and the
companies in the Group who, because of their function or position, become aware of any
information and/or come into possession of any documents pertaining to insider information.
The procedures for handling the information also require the identification of those in charge of
external relations, their expected conduct and the related operational procedures and the
obligations to comply with them. The characteristics, content and conditions for updating the
Register of persons with access to inside information are also included.
This Register was set up by Luxottica to comply with the provisions of TUF article 115-bis.
The procedures are available on website www.luxottica.com under the section Investor Relations.
Appointment of External Auditors. U.S. 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.
To this end, on October 27, 2005, the Board of Directors approved the “Group Procedures for the
Appointment of External Auditing Companies.” The purpose of these procedures is to protect the
external auditor's independence - the fundamental guarantee of the reliability of the accounting
information regarding the appointing company. These procedures were last updated on February
14, 2008.
The Parent Company's external auditor is the main auditor for the entire Group.
The limitations on granting appointments contained in these procedures are derived from the
regulations in force in Italy and the United States in view of the fact that Luxottica shares are listed
both on the MTA organized and managed by the Italian Stock Exchange and on the New York
Stock Exchange. Any further constraints imposed by any local laws applicable to individual non-
Italian subsidiaries are unprejudiced.
The procedures are available on website www.luxottica.com under the section Investor Relations.
IV. SHAREHOLDERS' MEETINGS AND RULES FOR SHAREHOLDERS' MEETINGS
The Board of Directors determines the venue, date and prior notice for the meetings in order to
facilitate the shareholders' attendance.