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REPORT ON
CORPORATE
GOVERNANCE
AND OWNERSHIP
STRUCTURE
The purpose of the Model is the establishment of a structured and organized system of procedures and control activities
carried out mainly for prevention, such that the system cannot be overridden unless by fraudulently failing to comply with
its provisions.
To this end, the Model serves the following purposes:
to make all those working in the name of and on behalf of Luxottica aware of the need to accurately comply with the •
Model, and that the violation thereof shall result in severe disciplinary measures;
to support the condemnation by the Company of any behavior which, due to a misunderstanding of corporate •
interest, is in conflict with the law, rules or more generally with the principles of fairness and transparency upon which
the activity of the Company is based;
to provide information about the serious consequences which the Company may suffer (and therefore also its •
employees, managers and top managers) from the enforcement of pecuniary and prohibitory fines provided for in the
Decree and the possibility that such measures may be ordered as an interim measure; and
to enable the Company to exercise constant control and careful supervision of its activities, in order to be able to •
react promptly in the event that risks arise and possibly enforce disciplinary measures provided for by the Model
itself.
The Model is available on the website www.luxottica.com in the Governance section.
The Supervisory Board in office until the approval of the financial statements as of December 31, 2011, is composed of
the manager of Internal Auditing, Mr. Luca Fadda, by Mr. Giorgio Silva and Mr. Ugo Lecis. The Board reports every six
months to the Board of Directors, the Internal Control Committee and the Board of Statutory Auditors on the activities
performed.
The Board of Directors allocated specific funds, totalling Euro 50,000, in order to provide the Supervisory Board with
adequate financial resources to perform its duties for the 2011 fiscal year. A similar resolution had been passed for the
2010 fiscal year.
On the basis of the guidelines provided by the Parent Company and of the risk assessment performed, the subsidiary
companies Luxottica S.r.l. and Luxottica Italia S.r.l. adopted their own Organization Model pursuant to Italian Legislative
Decree no. 231 and appointed the respective Supervisory Bodies, in order to implement specific control measures relating
to the different risk/offense potential of each company.
The Organizational Models of these two companies have also added supplements for the crimes of counterfeiting,
offenses related to copyright and crimes against industry and trade.
Sarbanes–Oxley Act
Compliance with the provisions of the Sarbanes–Oxley Act (“SOX”) is compulsory for Luxottica Group since it is listed
on the New York Stock Exchange (’NYSE’), and therefore it has represented a significant motivation for the Group to
continually improve its internal control system.
In particular, in complying with SOX, Luxottica not only intended to comply with a regulation but has also taken a real
opportunity to improve its administrative and financial governance and the quality of its internal control system in order to
make it more systematic, consistently monitored and methodologically better defined and documented.
Luxottica is aware that the efforts made to define an efficient internal control system, capable of ensuring complete, accurate
and correct financial information, do not represent a one–off activity but rather a dynamic process that must be renewed
and adapted to the evolution of the business, of the socio–economical context and of the regulatory framework.