LensCrafters 2012 Annual Report Download - page 163

| 77 >REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE
During the course of the fiscal year, the Internal Audit Manager performed his role through
the implementation of an activities and verification plan which is related to the Company
and its main subsidiaries. Such actions, which the Chairman, the Chief Executive Officer
and the Board were informed of, through the Control and Risk Committee and the Board
of Statutory Auditors, have allowed the Company to identify areas for improvement of
the internal control system, for which specific plans have been implemented to further
strengthen the foundation of the system itself.
Organization, Management and Control System pursuant to Italian Legislative Decree
no. 231/2001
On October 27, 2005, the Board of Directors implemented the Organization, Management
and Control System, as established by Italian Legislative Decree no. 231/2001 in order to
prevent the risk of employees and consultants of the Company carrying out illegal acts,
with the consequent administrative liability as provided for by Italian Legislative Decree
no. 231/2001 (hereinafter the “Model”). The Model, which was subsequently modified
throughout the years, was last updated by the resolution of the Board of Directors on February
14, 2012. Particular importance is given to the “point persons” of the Supervisory Board
(the Operational Unit Supervisors), or to the persons that perform functions considered
to be the most “sensitive” activities pursuant to Italian Legislative Decree 231/2001, who
constantly monitor the implementation of the Model, within their area of responsibility,
and report to the Supervisory Board every six months.
Following the update of the Model, and in continuation of the training programs from the
past few years, training initiatives have been established for areas which are considered
“sensitive” pursuant to Italian Legislative Decree no. 231/2001.
The purpose of the Model is the establishment of a structured and organized system of
procedures and control activities carried out mainly for prevention, such that the system
cannot be overridden unless by fraudulently failing to comply with its provisions.
To this end, the Model serves the following purposes:
• to make all those working in the name of and on behalf of Luxottica aware of the
need to accurately comply with the Model, and that the violation thereof shall result in
severe disciplinary measures;
• to support the condemnation by the Company of any behavior which, due to
a misunderstanding of corporate interest, is in conflict with the law, rules or more
generally with the principles of fairness and transparency upon which the activity of
the Company is based;
• to provide information about the serious consequences which the Company may suffer
(and therefore also its employees, managers and top managers) from the enforcement
of pecuniary and prohibitory fines provided for in the Decree and the possibility that
such measures may be ordered as an interim measure; and
• to enable the Company to exercise constant control and careful supervision of its
activities, in order to be able to react promptly in the event that risks arise and possibly
enforce disciplinary measures provided for by the Model itself.
The Model is available on the website www.luxottica.com in the Governance section.