LensCrafters 2010 Annual Report Download - page 76

ANNUAL REPORT 2010> 74 |
REPORT ON CORPORATE GOVERNANCE
AND OWNERSHIP STRUCTURE
APPROVED BY THE BOARD OF DIRECTORS ON FEBRUARY 28, 2011
TRADITIONAL ADMINISTRATION AND CONTROL SYSTEM
Set out below are the corporate governance rules and procedures of the management and control system of the group
of joint–stock companies controlled by Luxottica Group S.p.A. (hereinafter, “Luxottica,” “Luxottica Group,” the “Group”
or the “Company”).
Luxottica complies, as illustrated below, with the Code of Conduct prepared by the committee for corporate governance of
listed companies promoted by Borsa Italiana S.p.A. (hereinafter, “Borsa Italiana”), as amended in March 2006 (hereinafter
the “Code of Conduct”), the text of which is available on the website www.borsaitaliana.it.
The Report refers to the fiscal year which ended on December 31, 2010 and includes the most relevant subsequent events
through the date of its approval.
SECTION I – GENERAL INFORMATION AND OWNERSHIP STRUCTURE
I. INTRODUCTION
The group of companies controlled by Luxottica Group S.p.A., a world leader in eyewear, is driven by a single business
strategy implemented through the presence of subsidiary companies in the various countries in which it operates. On
December 31, 2010, Luxottica Group was made up of 160 companies in Europe, America, Australia and New Zealand,
China, South Africa and the Middle East. Its operations are particularly significant in terms of product turnover and
personnel in Europe, North America, Australia and China.
Luxottica Group S.p.A. is listed on the New York Stock Exchange and on the telematic stock exchange (“MTA”)
organized and managed by Borsa Italiana and complies with the obligations issued by U.S. and Italian regulations for
listed companies, in particular, with the provisions issued both by the U.S. Securities and Exchange Committee (the
“SEC”) and CONSOB. As a result of its being listed in the United States, the Company is subject to the provisions of
the Sarbanes–Oxley Act (“SOX”), which influence its governance structure with regard to internal controls. In particular,
certain responsibilities, which pursuant to the Code of Conduct are to be performed by the Internal Control Committee,
are instead performed by the Company’s Board of Statutory Auditors in its function as Audit Committee in accordance
with SOX.
Luxottica Group S.p.A., the parent company of the Group, manages and coordinates directly – or indirectly – controlled
Italian companies pursuant to Art. 2497 et seq. of the Italian Civil Code, constantly aiming at attaining overall favorable
and sustainable results for Luxottica Group.
The main instruments for implementing unified management of the subsidiary companies are:
preparation of industrial and commercial plans;•
preparation of budgets and the assignment of objectives and projects;•
establishment of adequate information flows for management and control; •
review and approval of extraordinary or particularly significant operations;•
preparation of certain financial policies (for example, the definition of indebtedness and cash investment or cash •
equivalent investment criteria);
establishment of central structures to provide professional services and support to all the companies belonging to •
the Group;
adoption of codes of conduct and procedures binding for the entire Group;•
adoption of common organization models; and•