LensCrafters 2011 Annual Report Download - page 159

| 83 >REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE
submitted by the shareholders who hold the higher number of shares when the list is
submitted or, alternatively, by the higher number of shareholders, shall prevail.
In the event that one single list has been submitted, the shareholders meeting shall vote
on the same and in the event that the same receives the relative majority of the votes,
without taking into account the non-voters, all the candidates for the positions of statutory
and substitute Auditors indicated on the list shall be appointed. In this event, the first
candidate for the position of statutory Auditor shall be appointed Chairman of the Board
of Statutory Auditors.
In the event that no lists are submitted or that on any grounds the names indicated in
the lists are not sufficient, the Board of Statutory Auditors and possibly the Chairman are
appointed by the Meeting with the ordinary majorities provided for by law. In the event
that, on any grounds, the Majority Auditor is missing, he is to be replaced by the Substitute
Auditor appointed from the Majority List.
In the event that, on any grounds, the Minority Auditor is missing, he is to be replaced by
the Substitute Minority Auditor.
When the Meeting replaces members of the Board of Statutory Auditors, the Auditors
elected from the Minority List are appointed using the majority voting system, where
allowed by the applicable regulations in force. The count shall not include the votes of the
shareholders who stated pursuant to the regulations in force that they hold the relative
majority of the votes that may be cast in the Meeting, even indirectly or together with
other shareholders who are part of a shareholders’ agreement pursuant to article 122 of
Italian Legislative Decree 58/1998, as well as the votes of the shareholders who control,
are controlled or are under common control by the same. In any case, the new Minority
Auditor shall take over the position of Chairman.
The Board of Statutory Auditors supervises compliance with the law, the by-laws and with
proper management principles, the appropriateness of the instructions given by the Company
to the subsidiary companies, the appropriateness of the Company structure with respect to the
areas of responsibility, the internal control system and the administrative accounting system
and the reliability of the latter in the correct reporting of the management-related issues, and
verifies the procedures for the implementation of the corporate governance rules provided for
by the Code of Conduct, and, in accordance with the provisions of Italian Legislative Decree
39/2010, supervises the financial information process, the efficiency of the internal auditing
system, the auditing of accounts and the independence of the legal auditor.
Each Auditor reports to the other Auditors and to the Board of Directors on Company
transactions in which they have an interest personally or on the account of a third party.
The Board of Statutory Auditors presents its duly formed proposal to the Shareholders’
Meeting on the appointment of the auditing function to the external auditors.
In the performance of its duties, the Board of Statutory Auditors coordinates with the
Internal Audit department, the Internal Control Committee, the Risk Management office
and Compliance.