LensCrafters 2010 Annual Report Download - page 107

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REPORT ON
CORPORATE
GOVERNANCE
AND OWNERSHIP
STRUCTURE
The relevant parties, which are directors, auditors of the company and two managers with strategic functions (pursuant
to Art. 152–sexies letter c2), report to the Company, to CONSOB and to the public on any transactions involving the
purchase, sale, subscription or exchange of Luxottica shares or of ADRs whose overall value equals at least Euro 5,000 per
year, calculated by adding the transactions involving Luxottica shares and ADRs completed by each interested party or on
behalf of those closely associated with such parties.
The Procedure provides for black–out periods during which the interested parties are not allowed to trade any Luxottica
securities.
The Procedure is available on the website www.luxottica.com, in the Governance/Procedures section.
Procedure for the Processing of Confidential Information
On March 27, 2006, in compliance with articles 114, 115–bis of the Italian Consolidated Financial Law and of articles 152–bis
et seq. of the Regulations for Issuers, as well as the regulations contained in the Code of Conduct, the Board of Directors
adopted a Procedure for the processing of confidential information (pursuant to article 181 of the Italian Consolidated
Financial Law), in order to ensure that the disclosure thereof is timely, thorough and adequate. This Procedure was last
updated on March 13, 2008.
The following persons are required, among other things, to comply with the confidentiality of such documents and
information: (i) directors; (ii) statutory auditors; (iii) any manager in Luxottica and in the companies belonging to the Group;
and (iv) any other employees of Luxottica and of the companies belonging to the Group who, by virtue of their function or
position, become aware of information and/or acquire information classified as confidential information.
The Procedure for the processing of confidential information also requires the identification of the persons responsible for
external relations, their expected behavior, the operational procedures and related obligations to comply with the same.
The policy also indicates the characteristics, contents and procedures for updating the Register of people with access to
confidential information.
This Register was implemented by Luxottica in order to comply with the provisions of article 115–bis of the Italian
Consolidated Financial Law.
This policy is available on the website www.luxottica.com, in the Governance/Procedures section.
Appointment of External Auditors
U.S. regulations provide that either the Audit Committee or the equivalent body under the specific rules of the issuer’s
home country must approve the services provided by external auditors to the Company and to its subsidiaries.
To this end, on October 27, 2005, the Board of Directors approved the ’Group Procedure for the Appointment of External
Auditors’, in order to protect the independence of the external auditor, which is the fundamental guarantee of the
reliability of the accounting information regarding the appointing companies. This policy was last updated on October 25,
2010, also in adaptation to Italian Legislative Decree 39/2010.
The parent company’s external auditor is the main auditor for the entire Luxottica Group.
The limitations on the appointment contained in this policy derive from current regulations in Italy and in the United
States, by virtue of the fact that the Company’s shares are listed both on the MTA, organized and managed by Borsa
Italiana, and on the New York Stock Exchange, without prejudice to any additional constraints imposed by any local laws
applicable to the individual non–Italian subsidiary companies.