LensCrafters 2010 Annual Report Download - page 192

ANNUAL REPORT 2010> 190 |
glasses and sunglasses frames for the Coach, Coach Poppy and Reed Krakoff brands. The long-term agreement,
which includes a renewal option, will be effective as of 1 January 2012;
6) the Company acquired the remaining 35.16 percent interest held by minority stockholders in Luxottica Gozluk Endustri
ve Ticaret Sirketi (Luxottica Turkey) for approximately Euro 61.8 million, bringing its ownership in this subsidiary to
100 percent; the Company also acquired the remaining 34 percent interest held by minority stockholders in Sunglass
Hut Limited (UK) for approximately 27.8 million GBP, bringing its ownership in this subsidiary to 100 percent.
Based on the information available to us, we can reasonably assure that the transactions carried out complied with the
law and the Company statute and were not manifestly imprudent or risky,, could not potentially determine a conflict of
interest or compromise the integrity of the Company’s assets. Based on the information gathered during the meetings
of the Board of Directors, it appears that the directors did not carry out any transactions that were in potential conflict
of interest with the Company;
through the information collected from the managers of the departments within the Company and based on the meetings c)
with the Auditing Company for the reciprocal exchange of significant data and information, we become aware and ensured,
to the extent of our responsibility, that the organizational structure of the Company was adequate, that the principles of
correct administration were respected and that the instructions given by the Company to its subsidiaries were adequate in
accordance with article 114, paragraph 2 of Italian Legislative Decree 58/1998.No significant aspects concerning the main
subsidiaries were identified as a result of the assessment of the annual reports to the financial statements issued by the
Boards of Statutory Auditors (where they exist) and of the exchange of information with the latter;
we assessed and verified the adequacy of the internal control system and the administration and accounting system d)
as well as the reliability of the latter to correctly represent operating events. This was achieved through:
i. the review of the certifications of the manager in charge of preparing the Company accounting documents
pursuant to article 154–bis of Italian Legislative Decree 58/98;
ii. the review of the internal audit reports, as well as the results of monitoring the execution of the remediating
actions identified as a result of the audits;
iii. the review of Company documents and the results of the activities carried out by the Auditing Company, also in
accordance with US Law (Sarbanes Oxley Act);
iv. participating in the tasks of the Internal Control Committee and, when it was deemed necessary, dealing with the
issues in question together with the Committee;
v. the meetings with the Chief Risk Compliance Officer, a position set up in May 2010 by the Board of Directors with
the task of guaranteeing the efficient supervision and management of compliance issues.
From the activities carried out there were no anomalies that were indicative of any significant inadequacies in the
Internal Control System;
we looked over and gathered information on the management activities and procedures carried out in accordance e)
with Italian Legislative Decree 231/2001 regarding the administrative responsibilities of Bodies set up for the violations
provided for by the aforesaid regulations. The Supervisory Body, set up by the Board of Directors in the meeting of 27
October 2005, and renewed in the meeting of 29 April 2009, reported on the activities carried out during 2010;
we reviewed the exact implementation models of the Code of Conduct promoted by Borsa Italiana S.p.A. and f)
adopted by Luxottica Group S.p.A. in the meeting of 26 July 2007, in accordance with article 149, paragraph 1, letter
c-bis of Italian Legislative Decree 58/98, and among other things we checked that the criteria and procedures used
by the Board to assess the independence of its members were applied correctly. We also checked that the criteria
regarding the independence of the members of this Board of Statutory Auditors were respected, as provided for by
the Code of Conduct;