LensCrafters 2011 Annual Report Download - page 155

| 79 >REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE
• 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 at
December 31, 2011 is composed of two external professionals, Mr. Giorgio Silva and Mr.
Ugo Lecis, and by the manager responsible for Internal Auditing, Mr. Luca Fadda. 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, totaling Euro 50,000, in order to provide the
Supervisory Board with adequate financial resources to perform its duties for the 2011 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 procedural and/or organizational variations.
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.
The objectives of the control system have been defined consistently with the guidelines of
SOX, which differentiates between the following two components:
• controls and procedures to comply with the disclosure obligations related to the
consolidated financial statements and the Form 20-F (Disclosure controls and
procedures-DC&P);