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| 87 >REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE
III. BY-LAWS, CODE OF CONDUCT AND PROCEDURES
By-laws
The current Company by-laws were most recently amended on the resolution of the Board
of Directors on October 25, 2010 for the purpose of adapting the by-laws to the provision of
Italian Legislative Decree January 27, 2010, no. 27, containing “Implementation of directive
2007/36/EC, on the exercising of certain rights of shareholders in listed companies” as
well as Italian Legislative Decree no. 39 of January 27, 2010 containing provisions on the
subject of auditing.
The Board of Directors, authorized by article 23 of the by-laws, therefore amended articles
9, 11, 12, 17, 27 and 28.
The text of the by-laws is available on the website www.luxottica.com in the Governance/
By-laws section.
Code of Ethics and Procedure for Handling Reports and Complaints regarding Violations
of Principles and Rules Defined and/or Acknowledged by Luxottica Group
The “Code of Ethics of Luxottica Group” represents the values underlying all of the
Group’s business activities and is subject to constant verification and updating to reflect
the proposals derived in particular from U.S. regulations.
The Code, originally approved by the Board of Directors on March 4, 2004, has been
adapted over the years and was finally updated by the Board itself during the meeting of
July 31, 2008.
In addition to the Code, there is a Procedure for the Handling of Reports and
Complaints of Violations of principles and rules defined and/or acknowledged by Luxottica
Group.
The procedure covers reports, complaints and notifications of alleged fraud, violation
of ethical and behavioral principles set forth in the Code of Ethics of the Group and of
irregularities or negligence in accounting, internal controls and auditing.
Complaints received from both internal and external subjects by the Group are taken
into consideration: the Group undertakes to safeguard the anonymity of the informant
and to ensure that the employee reporting the violation is not subject to any form of
retaliation.
The reports of violations of principles and rules defined or recognized by the Group are
submitted to the person in charge of the Internal Audit, who in turn submits them to the
Chairman of the Board of Statutory Auditors.
The Code of Ethics is available on www.luxottica.com, in the Company/Values and Ethics
section.