LensCrafters 2010 Annual Report Download - page 103

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REPORT ON
CORPORATE
GOVERNANCE
AND OWNERSHIP
STRUCTURE
The Board of Statutory Auditors presents its duly formed proposal to the Shareholders’ Meeting on the appointment of
the auditing function to the external auditors.
In the performance of its duties, the Board of Statutory Auditors coordinates with the Internal Audit department, with the
Internal Control Committee and the Risk Management office.
The Board of Statutory Auditors confirms the correct application of the criteria used by the Board of Directors to assess
the independence of the Directors.
Following its appointment in April 2009, the Board of Statutory Auditors assessed the compliance of its members with the
requirements of independence.
The Board of Statutory Auditors was identified by the Board of Directors as the suitable body to act as Audit Committee
as provided for by the Sarbanes Oxley Act and by SEC and NYSE rules and regulations.
The Board of Statutory Auditors:
examines the reports of the Chief Executive Officer and Chief Financial Officer on any significant point of weakness in •
the planning or in the performance of internal controls which is reasonably capable of negatively affecting the capacity
to record, process, summarize and disclose financial information and the shortcomings identified through the internal
controls (Section 404 “Internal Controls over financial reporting”);
examines the reports by the Chief Executive Officer and Chief Financial Officer on any fraud involving management •
or related officers in the context of the internal control system;
evaluates the proposals of the auditing companies for the appointment as external auditor and submits a proposal on •
the appointment or revocation of the auditing company to the shareholders’ meeting;
supervises the activities of the external auditors and their supply of consulting services, other auditing services or •
certificates;
reviews periodic reports of the external auditors on: (a) the critical accounting criteria and practices to be used; (b) •
the alternative accounting processes generally accepted, analyzed together with management, the consequences
of the use of such alternative processes and the related information, as well as the processes which are considered
preferable by the external auditors; and (c) any other relevant written communication between the external auditors
and management;
makes recommendations to the Board of Directors on the settlement of disputes between management and the •
external auditors regarding financial reporting;
approves the procedures concerning: (i) the receipt, the archiving and the treatment of reports received by the •
Company on accounting matters, internal control matters related to the accounts and audit–related matters; (ii) the
confidential and anonymous reporting on questionable accounting or auditing matters;
assesses the requests to make use of the auditing company appointed to perform the auditing of the balance sheet •
for permitted non–audit services and expresses their opinion on the matter to the Board of Directors;
approves the procedures prepared by the Internal Auditing manager for the pre–emptive authorization of the permitted •
non–audit services, analytically identified, and examines the reports on the supply of the authorized services.
In accordance with U.S. regulations, Alberto Giussani was appointed Audit Committee Financial Expert by the Board of
Directors on April 29, 2009.
The Board of Statutory Auditors has been granted the appropriate skills and resources to perform the above–mentioned
duties.
All the Auditors comply with the legal requirements of such office and in particular with the requirements set forth in
article no. 148, paragraph 3, of the Italian Consolidated Financial Law.