LensCrafters 2011 Annual Report Download - page 168

ANNUAL REPORT 2011> 92 |
Below is a summary of the most significant events that occurred after the closing of fiscal
year 2011 up to the date of this Report. The most significant events have already been
described in the paragraphs above.
After closing the 2011 fiscal year, the Board of Directors:
(a) in accordance with the Application Criteria 1.C.1. (a) and 1.C.1. (b) of the Code of
Conduct, approved the annual report concerning the organizational and accounting
corporate structure of Luxottica Group, identifying strategically important subsidiaries;
(b) on the basis of the answers to a specific questionnaire, assessed the size, composition
and performance of the Board itself and of the Committee in compliance with
Application Criteria 1.C.1. (g) acknowledging the adequacy of the composition of the
Board, of the Committee and their respective performances;
(c) evaluated whether the requirements for independence existed, based on the
information available and the information provided by the non-executive Directors
by virtue of the provisions of the Italian Consolidated Financial Law and of the Code
of Conduct, determining Roger Abravanel, Mario Cattaneo, Claudio Costamagna,
Ivanhoe Lo Bello, Marco Mangiagalli, Gianni Mion and Marco Reboa to be independent
directors;
(d) verified that the present composition of the Board of Directors is compliant with the
criteria established with respect to the maximum number of posts to be held in other
companies;
(e) decided to allocate specific funds to be made available to the Internal Control
Committee and to the Human Resources Committee, as well as to the Board of
Statutory Auditors in its capacity as Audit Committee and to the Supervisory Board in
order to provide them with adequate financial resources to perform their respective
tasks in compliance with Application Criteria 5.C.1. (e);
(f) evaluated the adequacy, efficiency and effective functioning of the internal control
system as described in the report in point (a) above and by the report of the Internal
Control Committee in compliance with Application Criteria 8.C.1. (c);
(g) approved the audit plan for 2012, which had already been approved by the Internal
Control Committee;
(h) on the proposal of the Human Resources Committee, implemented the remuneration
policy for the year 2012, which had already been defined during the 2011 fiscal year;
(i) revised the Organization, Management and Control Model ex. Italian Legislative
Decree 231/2001 in order to also include crimes related to environmental protection;
and
(j) revised the procedures in force regarding internal dealing and the management of
privileged information.
In accordance with the provisions of the Code of Conduct, the Board of Statutory Auditors
assessed the evaluation made by the Directors on their independence and has verified the
compliance with the requirements for each individual auditor as outlined by the Code of
Conduct (articles 10.C.2 and 3.C.1).
Milan, February 28, 2012
SECTION III –
SUMMARY
OF THE MOST
RELEVANT
CORPORATE EVENTS
SUBSEQUENT
TO THE CLOSING
OF FISCAL YEAR
2011