LensCrafters 2011 Annual Report Download - page 153

| 77 >REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE
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.
When the Committee deemed it necessary, the directors of the Company and the Luxottica
Group were invited to participate in meetings to discuss specific items on the agenda and
to review specifically the topics within their competence.
During the 2011 fiscal year, the Committee met eight times for an average meeting of
two and a half hours 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 of
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 various departments to review in detail the
progress of specific projects or the management of several 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.
The Committee has access to the information and the Company functions necessary for
the performance of its task as well as to work with external consultants. The Board of
Directors approved the allocation of funds totaling Euro 50,000 to the Committee for the
2011 fiscal year in order to provide it with the adequate financial resources to perform its
tasks independently.
The Internal Control Officer
The Internal Control Officer is responsible for ensuring the adequacy and efficiency of
the internal control system and proposing corrective measures, provided he/she is given
adequate means to perform his/her duties and has direct access to any information useful
for the performance of these duties.
The Internal Control Officer has been identified by the Board of Directors, upon the
proposal of the Chief Executive Officer, as the Internal Auditing Manager of Luxottica
Group, Mr. Luca Fadda. The guidelines concerning his remuneration have been approved
with the favorable opinion of the Internal Control Committee.
The Internal Control Officer reports to the Chairman and to the Chief Executive Officer –
the executive manager supervising the functionality of the internal control system – and
reports on the performance of his duties to the Chief Executive Officer, as well as to the
Internal Control Committee and to the Board of Statutory Auditors, in its function as Audit
Committee.