LensCrafters 2012 Annual Report Download - page 162

ANNUAL REPORT 2012> 76 |
The Control and Risk Committee meets whenever the Chairman deems it appropriate,
usually prior to the Board meetings for the approval of the annual, six-month and quarterly
reports, or whenever a meeting is requested to be called by him by another member.
When the Committee deemed it necessary, the management of the Company and the
Luxottica Group were invited to participate in meetings to discuss specific items on the
agenda and to review specifically the topics within their competence.
During the 2012 fiscal year, the Committee met eleven times for an average meeting of
more than two hours and it, among other activities: evaluated the financial risks for the
Company and the management criteria for transactions in derivative instruments; examined
reports of the Supervisory Board and reports regarding complaints of alleged violations
of the Code of Ethics (twice a year); reviewed the quarterly reports of the Internal Audit
manager; assessed the development of activities aimed at compliance with the Sarbanes-
Oxley Act; approved the audit plan and the integration of same submitted over the year;
reviewed the activities carried out to identify, monitor and manage risks; and met with
representatives of various departments to review in detail the progress of specific projects
or the management of several specific risk areas.
The meetings, attended by the Chairman of the Board of Statutory Auditors, or by an
Auditor appointed by same, are regularly reported in the meeting minutes. Furthermore,
certain meetings are joint meetings between the Committee and the Board.
The Committee reports to the Board at least every six months on the activities performed.
The Committee has access to the information and the Company functions necessary for
the performance of its task as well as to work with external consultants. The Board of
Directors approved the allocation of funds totaling Euro 50,000 to the Committee for the
2012 fiscal year in order to provide it with the adequate financial resources to perform its
tasks independently.
The Internal Audit Manager
The Manager of the Internal Audit department is responsible for ensuring the effectiveness
and suitability of the internal control and risk management system.
The Board of Directors, in its meeting of April 27, 2012, agreed that the Manager of the
Internal Audit department is subordinate to: (i) from an organizational perspective, the
Chairman of the Board of Directors and the Chief Executive Officer who are responsible for
the internal control and risk management system; and (ii) from a functional point of view,
the Control and Risk Committee, which must be actively consulted by the Manager of the
Internal Audit department on all the matters it is responsible for and every six months a
report must be submitted to the Board of Directors on the activities carried out.
The Internal Audit Manager is not responsible for any operational area and has access to
any information useful for the performance of his duties. He is provided with a budget,
which is allocated consistently with the activities performed, to reach the objectives set
forth in the plan approved by the competent bodies.