LensCrafters 2010 Annual Report Download - page 95

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REPORT ON
CORPORATE
GOVERNANCE
AND OWNERSHIP
STRUCTURE
Whenever the Committee deems it necessary to discuss certain issues in more detail, appropriate Company managers will
be invited to take part in the meetings.
During the 2010 fiscal year, the Committee held three meetings during which, among others, it: (i) formulated proposals to
the Board on the allotment of incentive plans (stock option, performance share plan) to employees of the Company and
of its subsidiaries; (ii) formulated proposals to the Board of Directors on the remuneration for the members of the Board
pursuant to article 2389, paragraph 3 of the Italian Civil Code; (iii) reviewed the general guidelines for the remuneration
of employees for the year 2010.
The Committee can access the information and the Company functions necessary for the performance of its tasks as well
as to work with external consultants. The Board of Directors resolved to allocate Euro 25,000 to the Committee for the
2011 fiscal year, in order to provide it with adequate financial resources to perform its tasks. A similar decision had been
taken for the 2010 fiscal year.
II. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM
The Internal Control System consists of specific procedures for each area of activity, which are set forth in the manuals
updated and distributed within the Group and which are aimed at allowing a healthy and fair management of the Company
in line with the predetermined objectives using an appropriate system for identifying, managing and monitoring risk.
This system is aimed at ensuring that the financial report is reliable, accurate and promptly submitted.
Particular importance is thus attributed to the control structure – defined on the basis of the COSO report model, which
represents the best international practice to assess the adequacy of the internal control system – of the preparation and
circulation of the financial reports, which has been further strengthened in the past few years to ensure compliance with
the guidelines of the Sarbanes–Oxley Act (SOX).
In compliance with the provisions of Art. 2381 of the Italian Civil Code, on the basis of the information received by the
appointed bodies responsible for ensuring that the organizational, administrative and accounting structure is suitable
to the nature and size of the business, the Board of Directors establishes guidelines for the internal control system and
assesses their adequacy so that the major risks for the Group may be correctly identified and monitored.
To this end, the Board consults with the Internal Control Committee, the Internal Control Officer, the Internal Auditing
department and the Supervisory Board on the organizational model provided for by Italian Legislative Decree
no. 231/2001.
By resolution on February 19, 2007, it was agreed that the Internal Auditing manager would report to the Chairman and
to the Chief Executive Officer.
The foregoing is without prejudice to the supervisory and control duties, which are by law reserved to the Board of
Statutory Auditors, while the auditing activity is assigned to an external auditing company in accordance with Italian
regulations.
In the meeting on April 29, 2009, the Board of Directors confirmed the Chief Executive Officer as the executive administrator
responsible for the supervision of the performance of the internal control system and of the duties and functions described
in the Code of Conduct.
In the performance of his task, the Chief Executive Officer has supervised the identification of the major corporate risks
through a risk assessment process, which was expanded to the most important companies belonging to the Group.