LensCrafters 2011 Annual Report Download - page 150

ANNUAL REPORT 2011> 74 |
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 is assigned to an external
auditing company in accordance with Italian regulations.
In the meeting of 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 particular, it is the responsibility of the Chief Executive Officer to implement the
guidelines set by the Board, by planning, implementing and managing the internal control
system, and regularly assessing its overall adequacy, efficiency and effectiveness. The Chief
Executive Officer is also responsible for the adjustment of the system to the changes in the
operational conditions and of the legal and regulatory framework through the support of
the relevant corporate structures.
In this respect, the Chief Risk and Compliance Officer (CR&CO) of the Group was appointed
in 2010, who is called upon to work together with the corporate functions of the Group
through his/her organizational structure in order to guarantee the implementation of an
efficient system to control risk as well as the constant alignment of processes, procedures
and, more generally, the conduct and corporate activities within the applicable legal
framework and Code of Ethics adopted by the Group. To fulfill these tasks the CR&CO
makes use of a Corporate Risk Manager, a Corporate Compliance Manager and similar
relocated structures, in particular, for the protection and coordination of activities in the
U.S.
With regard corporate risk management, in 2011 the Corporate Risk Manager set up a
new Enterprise Risk Management process based on the following typical features and in
line with the models and best practices recognized internationally:
• the definition of a Risk Model for the Group, which classifies the risk factors that may
compromise the attainment of corporate objectives (strategic, contextual, operative,
financial and compliance);
• the development of a risk assessment and risk analysis methodology to measure
exposures in terms of impact and probability of occurrence;
• the collection, analysis and aggregation of data and information necessary for
processing a Risk Report for the Group directed to the top management of the
company.
The above process, which is being progressively extended to the entire Group and
throughout related functions, involved more than 70 business managers in 2011, meaning
that the most significant risks the Company is exposed to could be identified and the