LensCrafters 2007 Annual Report Download - page 79

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• adoption of codes of conduct and procedures binding the entire Group;
• adoption of common organizational models;
• adoption of guidelines on the composition, operation and role of the subsidiaries’ boards of
directors - including guidelines regarding the assignment of management responsibilities
that are consistent with those adopted by Luxottica.
Luxottica’s corporate governance framework is applied to the entire Group.
The corporate governance of the Group is based on five key principles:
1. overall values clearly defined, acknowledged and shared;
2. central role of the Board of Directors;
3. effectiveness and transparency of management decisions;
4. adoption of an adequate internal control system; and
5. adoption of proper and transparent rules governing related-party transactions, internal dealing,
intra-group transactions and treatment of inside information.
Such governance is implemented in accordance with the mutually compatible recommendations
issued by Borsa Italiana, CONSOB, the SEC and the NYSE and in compliance with the highest
corporate governance standards. With respect to the first key principle above, Luxottica’s Code of
Ethics commits all those working for Luxottica to ensure that the overall activities of the Group are
carried out: (1) in compliance with all relevant laws; (2) in fair competition; (3) with honesty, integrity
and correctness; and (4) in the legitimate interests of shareholders, employees, customers, suppliers,
sales and financial partners, as well as in the interest of the communities in which Luxottica operates.
II. LUXOTTICA GROUP STRUCTURE AND OWNERSHIP
Luxottica Group has the following structure:
• a Board of Directors (the “Board of Directors” or the “Board”), which manages the company;
• a Board of Statutory Auditors that supervises: (i) compliance with law and with the Company’s
by-laws; (ii) the Organization Principles; (iii) the adequacy of the organizational structure for the
administrative, decision-making and internal auditing processes, as well as the internal audit
system’s ability to provide financial statements prepared in accordance with generally accepted
accounting principles; (iv) the ability to comply with the Company Law and with the Code of
Conduct promulgated by Borsa Italiana and/or trade associations with which the Group has
publicly declared to comply; and (v) the fairness of the Codes of Conduct imposed by the
Group on its subsidiaries pursuant to Article No. 114, subsection 2 of the TUF.
• Shareholders have the power to approve, at the ordinary and/or extraordinary general meetings
(the “Shareholders Meeting”): (i) the appointment and/or removal of members of the Board of
Directors and the Board of Statutory Auditors, as well as the process by which their
compensation packages are determined; (ii) the audited annual financial statements and
retained earnings; and (iii) amendments to Luxottica’s By-Laws (the “By Laws”).
• The audit process is carried out by an audit company (the “Auditor”) registered with the
CONSOB Register and appointed by the Shareholders Meeting.
The power and the responsibilities of the Board of Directors, the Board of Statutory Auditors, the
shareholders at the Shareholders Meeting and the Auditor are detailed in the following pages of
this document.
Luxottica’s authorized share capital consists of registered, fully-paid voting shares (each, an
“Ordinary Share”), entitled to full voting rights at ordinary and extraordinary general meetings of
shareholders.
As of February 29, 2008, the outstanding share capital was equal to Euro 27,767,017.20, which
represents a total of 462,783,620 shares with a book value equal to Euro 0.06 per share.