LensCrafters 2010 Annual Report Download - page 105

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REPORT ON
CORPORATE
GOVERNANCE
AND OWNERSHIP
STRUCTURE
Manager responsible for the preparation of the Company’s financial reports
On April 29, 2009, the Board of Directors confirmed the Group Chief Financial Officer, Enrico Cavatorta, as the manager
responsible for the preparation of the Company’s financial reports.
The appointed manager will remain in office until: (a) termination of the entire Board of Directors which appointed him; (b)
dismissal from the office; or (c) revocation of the office by the Board itself.
The appointed manager has been granted all the powers and resources necessary to perform his duties according to the
applicable regulations of the Italian Consolidated Financial Law and of the related performance regulations. In particular,
the appointed manager has been granted wide powers connected to: (i) the preparation of adequate administrative and
accounting procedures for the preparation of both the separate and consolidated financial statements as well as of any
notice of a financial nature; (ii) the issue of certifications pursuant to Art. 154–bis paragraph 2, of the Italian Consolidated
Financial Law with reference to the acts and the communications of the Company disclosed to the market and relating to
the accounting report, including half–year reports, of the Company; and (iii) the issue, together with the Chief Executive
Officer, of certificates pursuant to Art. 154–bis paragraph 5, of the Italian Consolidated Financial Law, with reference
to the separate financial statements, the six–monthly financial statements and the consolidated financial statements.
More generally, the appointed manager has been granted the power to perform any activity necessary or useful for the
appropriate performance of the above–mentioned task including power to expend Company funds within the limits of
the powers already granted to Mr. Cavatorta, with exception of the possibility to spend amounts in excess of the above–
mentioned limits, where necessary and upon specific and justified request by the appointed manager, subject to prior
approval by the Board of Directors.
III. BY–LAWS, CODE OF CONDUCT AND PROCEDURES
Code of Conduct
The Company adheres to the principles of the Code of Ethics, as well as of those of the Code of Conduct prepared in
2006, whose recommendations have thoroughly been implemented by the Company, except as otherwise specified in
this Report.
By–laws
The current Company by–laws were most recently amended on the resolution of the Board of Directors on October 25, 2010,
for the purpose of adapting the by–laws to the provision of Italian Legislative Decree January 27, 2010, no. 27, containing
“Implementation of directive 2007/36/EC, on the exercising of certain rights of shareholders in listed companies” as well
as Italian Legislative Decree no. 39 of January 27, 2010 containing provisions on the subject of auditing.
The Board of Directors, authorized by article 23 of the by–laws, therefore amended articles 9, 11, 12, 17, 27 and 28.
The text of the by–laws is available on the website www.luxottica.com in the Governance/By–laws section.
Code of Ethics and Procedure for Handling Reports and Complaints regarding Violations of Principles and Rules
Defined and/or Acknowledged by Luxottica Group
The “Code of Ethics of Luxottica Group” represents the values underlying all of the Group’s business activities and is
subject to constant verification and updating to reflect the proposals derived in particular from U.S. regulations.
The Code, originally approved by the Board of Directors on March 4, 2004, has been adapted over the years and was
finally updated by the Board itself during the meeting on July 31, 2008.