LensCrafters 2011 Annual Report Download - page 268

ANNUAL REPORT 2011> 192 |
d) we assessed and verified the adequacy of the internal control system and the
administration and accounting system as well as the reliability of the latter to fairly
represent operating events. This was achieved through:
i. the review of reports issued by the manager responsible for the preparation of
the Company’s accounting records according to the provisions stated in article
154–bis of Italian Legislative Decree 58/98;
ii. the review of the internal audit reports, as well as the disclosures on the outcome
of monitoring activities to check the fulfillment of the corrective actions identified
by the audit activity;
iii. the review of company documents and the results of the work done by the Audit
Company, taking into consideration also the activities performed by the latter in
accordance with US Law (Sarbanes Oxley Act);
iv. participating to the Internal Control Committee’s activities and, when it was
deemed necessary, dealing with the issues together with the Committee;
v. the meetings with the Chief Risk Compliance Officer.
From the performed activities, no anomalies arose to be considered as a sign of
significant inadequacy of the Internal Control System;
e) we looked over and gathered information on the management activities and
procedures implemented in accordance with Italian Legislative Decree 231/2001
regarding the administrative responsibilities of Bodies for the violations mentioned
in the aforesaid regulations. The Supervisory Body, set up by the Board of Directors
in the meeting of October 27, 2005, and renewed in the meeting of April 29, 2009,
reported on the activities developed during the 2011 fiscal year;
f) we supervised the actual implementation models of the Code of Conduct promoted
by Borsa Italiana S.p.A. and adopted by Luxottica Group S.p.A. in the meeting of July
26, 2007, in accordance with article 149, paragraph 1, letter c–bis of Italian Legislative
Decree 58/98, and among other things, but not limited to, we checked that the
assessment criteria and procedures used by the Board to evaluate the independence
of its members were applied correctly. We also verified that the criteria regarding the
independence of the members of this Board of Statutory Auditors were respected, as
provided for by the Code of Conduct;
g) based on the provisions of article 19 of Italian Legislative Decree of 27 January 2010,
no. 39, the Board also reviewed: the financial information process; the statutory audit
of the annual accounts and consolidated accounts; the independence of the statutory
auditor, paying particular attention to the services provided outside the auditing
process. It has to be noted, for what concerns financial information, that the Company
also adopted the international accounting principles (IAS/IFRS) in preparing its reports
for the Security Exchange Commission of the United States since 2010 fiscal year. No
significant problems were found to be remarked;
h) we did not find any atypical or unusual transactions that were set with companies of the
Group, third parties or related parties. In its Management Report the Board of Directors
provided a thorough explanation of the most important transactions of ordinary,
economic and financial nature that were undertaken with subsidiary companies and
related parties, as well as of the methods for determining the remuneration paid to
them. Please refer to this specific report for further information. We also verified that
the ordinary operating procedures in force within the Group were arranged in order to
assure that the transactions with related parties were concluded according to market
conditions;