LensCrafters 2010 Annual Report Download - page 97

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REPORT ON
CORPORATE
GOVERNANCE
AND OWNERSHIP
STRUCTURE
The Internal Control Committee
By virtue of its stock being listed in the United States, the Company is subject to the provisions of the Sarbanes–Oxley Act,
which, in terms of internal controls, impacts the governance structure currently in place. In particular, some powers which
pursuant to the Code of Conduct should be assigned to the Internal Control Committee are assigned instead in Luxottica
Group to the Board of Statutory Auditors, which performs the functions of an Audit Committee. For more details, please
refer to the relevant paragraph below.
On April 29, 2009, the Board of Directors appointed the following individuals as members of the Internal Control Committee:
Mr. Mario Cattaneo, Chairman, Mr. Marco Reboa and Mr. Marco Mangiagalli. On July 28, 2009, Director Ivanhoe Lo Bello
was also appointed member of the Committee.
All the members have significant experience in accounting and finance.
According to the provisions of its Rules, last updated in July 2009, the Internal Control Committee is responsible for
performing investigations, offering consultations and submitting proposals to the Board of Directors.
In particular, the Committee performs the following activities:
assists the Board in the execution of its tasks regarding internal controls;•
evaluates (i) the work program of the Internal Control Officer and the regular reports issued, (ii) the correct use of •
accounting principles, together with the manager responsible for the preparation of the Company accounting records
and the managers and the auditors and (iii) the results of the activity performed by the Internal Auditing function;
and
expresses opinions on specific aspects concerning the identification of corporate risks as well as the planning, •
implementation and management of the internal control system.
Specific expertise on auditing is assigned to the Board of Statutory Auditors, acting as Audit Committee, later described
in this Report. Moreover, the Financial Expert was identified within the Board of Statutory Auditors by the Board of
Directors.
The Internal Control Committee meets whenever the Chairman deems it appropriate, usually prior to the Board meetings
for the approval of the annual, six–monthly and quarterly reports, or whenever a meeting is requested to be called by him
by another member.
Where the Committee deemed it appropriate to review in depth some items of the agenda, directors of the Company
have been invited to take part in meetings specifically to review those items.
During the 2010 fiscal year, the Committee met nine times and it has, among other activities: evaluated the financial risks
for the Company and the management criteria for the transactions in derivative instruments; examined the reports of
the Supervisory Board and the reports about complaints regarding alleged violations of the Code of Ethics twice a year;
reviewed the quarterly reports of the Internal Control Officer; assessed the development of activities aimed at compliance
with the Sarbanes–Oxley Act; approved the audit plan and the integrations of same submitted over the year; and met with
representatives of some departments to review in detail the progress of specific projects or the management of some
specific risk areas.
The meetings, attended by the Chairman of the Board of Statutory Auditors, or by an Auditor appointed by same, are
regularly reported in the meeting minutes.
The Internal Control Committee reports to the Board at least every six months on the activities performed.