LensCrafters 2007 Annual Report Download - page 99

>98 | ANNUAL REPORT 2007
Auditors’ register, whose appointment is determined by the Shareholders’ meeting.
The auditing company serving until the approval of the balance sheet as of December 31, 2011 is
Deloitte & Touche, in accordance with the resolution of the shareholders’ meeting of June 14,
2006.
The “Group procedure to appoint external auditors,” adopted to safeguard the external auditor’s
independence and the fundamental guarantee of reliability of the accounting report with respect to
the companies granting the engagements, was modified on February 14, 2008 in order to make it
consistent with the new regulations on the subject.
The procedure is available at www.luxottica.com.
Manager charged with preparing a company’s financial reports. The Board of Directors, by
resolution of July 26, 2007, effective as of August 1, 2007, according to the provisions of art. 154
bis of TUF and art. 19 of the by-laws, has appointed the Chief Financial Officer of the Group,
Enrico Cavatorta, as the Manager charged with preparing a company’s financial reports.
The appointed Manager will remain in office until: (a) cessation of the entire board of directors
which appointed him, (b) dismissal from the office or (c) revocation of the office by the Board itself.
All the powers and the means to exercise the office of Manager have been assigned to the same,
according to the applicable instructions of TUF and the related performance regulations. In
particular, the Manager has been assigned the power relating to: (i) the assignment of adequate
administrative and accounting resources for the preparation of the consolidated balance sheet as
well as any other communication of a financial nature; (ii) the issuance of certifications in
accordance to art. 154 bis par. 2 TUF with reference to the acts and communications of the
Company disclosed to the market and relating to the accounting report, the six-month report and
the consolidated accounts of the Company; (iii) the issuance, together with the Chief Executive
Officer, of certifications in accordance to art. 154 bis par. 5 TUF relating to the balance sheet, the
six-month report and the consolidated financial statements; and (iv) more generally, the power to
perform any activity that is necessary or useful for the appropriate performance of such task; all
this with power to expend Company funds within the limits of the powers already conferred to
Doctor Cavatorta, except that the Manager may spend amounts in excess of the aforementioned
limits, where necessary, upon specific request by the Manager, and with prior resolution by the
Board of Directors.
III. BY-LAWS, CODE OF CONDUCT AND PROCEDURES
By-laws. On 8 June 2007, the Company's Board of Directors amended the by-laws to conform them
with the new regulations introduced under Legislative Decrees no. 262/2005 and 303/2006 as well
as CONSOB No. 15915, which provided for the modification of CONSOB Regulation no. 11971/99.
These provisions have an effect on the governance systems of the companies concerned.
The changes to the by-laws approved by the Board are indicated below.
• Article 17 deals with the composition and appointment of the Board of Directors. At least one
director, or two if the board consists of more than seven members, must fulfill the
independence requirements set forth in art. 147 ter of the T.U.F. (the Italian Finance Act). The
mechanism for voting from the list for the appointment of board members has been made
consistent with the provisions of the new law.
• Article 19: The provision relating to the professional qualifications of the manager responsible
for drawing up the company accounts has been included.
• Article 27: On the subject of appointing auditors, the system of voting from a list has been
made consistent with the new regulations.
• Article 28 about company auditing: in accordance with the current legal requirements, an
auditor will be responsible for auditing the accounts for nine accounting periods.
The by-laws are available on the website www.luxottica.com under the section Investor Relations.