LensCrafters 2011 Annual Report Download - page 149

| 73 >REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE
to the shareholders’ meeting convened to approve the statutory financial statements for
the year ended December 31, 2011.
Please refer to the report on remuneration published in accordance with article 123-ter of
Italian Consolidated Financial Law for more detailed information.
Human Resources Committee
The Board of Directors of April 29, 2009 confirmed as members of the Human Resources
Committee Claudio Costamagna, Roger Abravanel, Gianni Mion, Sabina Grossi, all of
whom are non–executive directors and the majority of whom are independent directors.
Claudio Costamagna, who has particular expertise in the field of finance, was appointed
Chairman of the Committee.
Please refer to the report on remuneration published in accordance with article 123-ter of
Italian Consolidated Financial Law for more detailed information.
The evaluation of the organizational requirements of the Company and the effective
assignment of key positions (the so-called succession plans) is among the roles assigned
to the Committee by the Regulations approved by the Board of Directors in the 2010 fiscal
year. There are no succession plans for executive directors.
There are succession plans for more than two hundred managers of the Group.
The Committee discusses the plans on a yearly basis and reports about this item to the
Board of Directors.
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 the same time 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 article 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.