LensCrafters 2007 Annual Report Download - page 96

ANNUAL REPORT ON
CORPORATE GOVERNANCE 2007 | 95 <
At the time of the appointment of the Board of Statutory Auditors, a list of candidates had been
presented by the then-majority shareholder Leoinvest S.r.l., at the time the owner of 68.52% of the
share capital, together with a detailed report on the candidates.
The procedures of the auditors’ appointment, in accordance with the list voting system, are
governed by Article 27 of the Company’s by-laws, as most recently modified on June 8 2007, to
which we refer. A candidate list for the appointment of the Board of Statutory Auditors may be
presented by any shareholder who owns, by itself or together with other presenting shareholders, a
share equal at least to that determined by CONSOB according to the provisions of art. 147-ter,
paragraph 1, of Law Decree 58/1998.
The appointment of a statutory auditor entitled to the Chair of the Board of Statutory Auditors and
the appointment of an alternate auditor is reserved to the minority group - said minority shall not be
part of the linked relationships, not even in the case of an indirect link that is relevant according to
the provisions of art.148 paragraph 2° Law Decree 58/1998 and related rules and regulations. The
lists must be deposited in the registered office at least fifteen days before the day provided for the
Meeting requested to deliberate on the Auditors’ appointment.
The Board of Statutory Auditors, as provided for by the Italian regulations applicable to listed
companies, supervises compliance with law and the Company’s by-laws, the respect of proper
management principles, the appropriateness of the arrangements made by the Company with its
controlled companies, the appropriateness of the Company’s organizational structure with respect
to areas of responsibility, the system of internal control and the administrative accounting system,
and the reliability of this system to correctly report facts to the management, and verifies the
implementation of the Company management regulations provided by the Code of Conduct.
Each auditor must defer to the other auditors and to the Board of Directors with respect to
operations of the Company in which he has an interest on his own account or on third parties’
accounts.
The Board of Statutory Auditors expresses its duly formed opinion at the Shareholders’ Meeting
with respect to the appointment of external auditors.
In carrying out its activities, the Board of Statutory Auditors coordinates with the Internal Audit
function and with the Internal Control Committee.
The Board of Statutory Auditors has evaluated the independence of the Directors on the basis of
the criteria set forth at the Board of Directors meeting of February 19, 2007. The Board of Statutory
Auditors has also arranged to verify the compliance by each auditor with the independence
requirements provided by the new Code of Conduct.
As it was envisaged that the issuing companies would understand the requirements of the Code of
Conduct by the end of 2006, the Board of Statutory Auditors, on the first possible occasion after its
appointment in June 2006, had not assessed the independence requirements of its members.
The Board of Statutory Auditors was identified by the Board of Directors in the Meeting of April 28,
2005 as the appropriate body to act as the Audit Committee as provided by SOX and by the SEC
and NYSE regulations (until the appointment of the current Board of Statutory Auditors, these
functions were performed by the Internal Control Committee).
The Board of Statutory Auditors:
• evaluates the auditing companies’ proposals for the engagement of an external auditor and
makes to the Meeting a grounded proposal with respect to the appointment or the revocation of
the auditing company.