LensCrafters 2012 Annual Report Download - page 158

ANNUAL REPORT 2012> 72 |
Human Resources Committee
The Board of Directors in office as of April 27, 2012 appointed the following independent
Directors: Mr. Claudio Costamagna, Mr. Roger Abravanel and Ms. Anna Puccio as members
of the Human Resources Committee. Mr. Claudio Costamagna, who has particular
expertise in the field of finance, which was taken into account by the Board at the time
of his appointment, was appointed Chairman of the Committee. Until April 27, 2012 the
Committee in office was composed of the following Directors: Mr. Claudio Costamagna,
Chairman, Mr. Roger Abravanel, Ms. Sabina Grossi and Mr. Gianni Mion, non-executive
directors, and with the exception of Ms. Sabina Grossi, independent directors.
Please refer to the Remuneration Report published in accordance with article 123-ter of
Italian Consolidated Financial Law for more detailed information.
The evaluation of the organizational requirements of the Company and the effective
assignment of key positions (known as succession plans) is among the roles assigned to
the Committee by the Regulations, which were last amended in 2012. The Committee
examines succession plans annually and reports on them to the Board of Directors. The
Committee did not identify a succession plan for executive directors. There are succession
plans for approximately three hundred managers that hold important positions within the
Group.
II. INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM
The Internal Control System consists of tools, organizational structures and procedures for
each area of activity, which are set forth in the manuals updated and distributed within the
Group and which are aimed at contributing to the fair management of the Company in line
with predetermined objectives using a risk identification, management and monitoring
process.
This system, which is integrated into more general organizational structures and corporate
governance, is aimed at providing that the Group’s primary risks are identified, measured,
managed and monitored and at ensuring that financial reporting is reliable, accurate and
disclosure is made promptly.
Particular importance is thus attributed to the control structure - defined on the basis of
the COSO report model, which represents the best international practice to assess the
adequacy of the internal control system, and the principles of the Code of Conduct - of the
preparation and circulation of the financial reports, which has been further strengthened
in the past few years to ensure compliance with the guidelines of the Sarbanes-Oxley Act
(SOX).
In compliance with the provisions of article 2381 of the Italian Civil Code, on the basis
of the information received by the appointed bodies responsible for ensuring that the
organizational, administrative and accounting structure is suitable to the nature and size of
the business, the Board of Directors establishes guidelines for the internal control system
and assesses their adequacy so that the major risks for the Group may be correctly identified
and monitored, checking that they are also in line with the strategic objectives of Luxottica.