LensCrafters 2011 Annual Report Download - page 130

ANNUAL REPORT 2011> 54 |
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. in March 2006 (hereinafter the “Code of Conduct”, the text of which is available
on the website www.borsaitaliana.it ). In 2011 the Company also incorporated into its
policies the new Code recommendations regarding compensation, published in March
2010, unless otherwise specified in this report and in the remuneration report prepared in
accordance with article 123-ter of the Italian Consolidated Financial Law.
The Report refers to the fiscal year which ended on December 31, 2011 and includes the
most relevant subsequent events up to the date of its approval.
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, 2011 Luxottica
Group was made up of 162 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. 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 as Audit Committee in accordance with SOX and as Committee
for Internal Control and Auditing in accordance with Italian Legislative Decree 39/2010.
Luxottica Group S.p.A., the parent company of the Group, manages and coordinates its Italian
subsidiary companies pursuant to articles 2497 et seq. of the Italian Civil Code, constantly
aiming at attaining overall favorable and sustainable results for the 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);
APPROVED
BY THE BOARD
OF DIRECTORS ON
FEBRUARY 28, 2012
TRADITIONAL
ADMINISTRATION
AND CONTROL
SYSTEM
SECTION I –
GENERAL
INFORMATION
AND OWNERSHIP
STRUCTURE