LensCrafters 2011 Annual Report Download - page 164

ANNUAL REPORT 2011> 88 |
Procedure for transactions with related parties
On October 25, 2010 the Board of Directors voted unanimously to adopt a new procedure
to regulate transactions with related parties pursuant to the new provisions of CONSOB
regulation 17221/2010.
The procedure, which was approved by the Internal Control Committee (composed exclusively
of independent Directors), became applicable at the beginning of January 1, 2011.
The procedure regulates the execution of major and minor transactions. Transactions
with and among subsidiary companies, associated companies, ordinary transactions,
transactions of an inferior amount (of an amount less than Euro 2.5 million or, with regard
to the remuneration of a member of a management or control body or managers with
strategic responsibilities, of an amount less than Euro 250,000) are excluded from the
application of the procedure.
The Board of Directors also reached the following decisions, among others, with regard
to the interested parties involved in each individual transaction, where possible each time,
that: (i) the Human Resources Committee - composed of non-executive directors, the
majority being independent - were to be involved and consulted regarding transactions
for the remuneration and economic benefits of the members of the management and
control bodies and managers in strategic roles; (ii) the Internal Control Committee was to
be involved in and consulted about other transactions with related parties.
Further information on the application of the procedure with regard to remuneration and
assignment of benefits to the members of the management and control bodies and managers
in strategic roles are stated in the previous paragraph “Remuneration of Directors” and in
the remuneration report.
The procedure is available on the website www.luxottica.com, in the Governance/
Procedures section.
Internal Dealing Procedure
On March 27, 2006, in order to implement internal dealing regulatory changes, as set forth
in article 114, seventh paragraph, of the Italian Consolidated Financial Law and articles
152-sexies et seq. of the Regulations for Issuers, the Board of Directors approved the
Internal Dealing Procedure. This Procedure was last updated on February 14, 2012.
The Internal Dealing Procedure regulates in detail the behavioral and disclosure
obligations relating to transactions in Luxottica shares or American Depositary Receipts
(ADRs) completed by so-called “relevant parties”.
The relevant parties - namely directors, auditors of the Company and seven managers
with strategic functions (pursuant to article 152-sexies letter c2) - inform the Company,
CONSOB and the public about any transactions involving the purchase, sale, subscription
or exchange of Luxottica shares or financial instruments connected to them. Transactions
with an overall value of less than Euro 5,000 at the end of the year and, subsequently, the