LensCrafters 2012 Annual Report Download - page 275

| 189 >CONSOLIDATED FINANCIAL STATEMENTS - BOARD OF STATUTORY AUDITORS REPORT
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;
i) On October 25, 2010 the Board of Directors approved the “Procedure on Transactions
with Associated Parties” in fulfillment of the Regulation approved by CONSOB
resolution no.17221 of March 12, 2010 and subsequent amendments. The Board of
Statutory Auditors believes that the procedures adopted by the company comply with
the aforesaid principles indicated in the CONSOB Regulation;
j) We set meetings with the managers of the Audit Company, also in accordance with
article 150, paragraph 2 of Italian Legislative Decree 58/98 for the regulations provided
for by the Sarbanes Oxley Act, during which no events or situations emerged that must
be highlighted in this report;
k) On April 5, 2013 PricewaterhouseCoopers S.p.A. issued the opinions without
remarks in accordance with article 156 of Italian Legislative Decree 58/1998, for the
statutory financial statement for the fiscal year ending on December 31, 2012 and the
consolidated financial statements of the Group prepared according to IFRS accounting
principles. From these opinion letters it emerges that the financial statements represent
a true and fair view, in accordance with their respectively accounting principles, of
the balance sheet, the financial and economic position, the equity movements and
the cash flows as of December 31, 2012. Furthermore, in accordance with article 156,
paragraph 4-bis of Italian Legislative Decree 58/98, the Audit Company certified that
the Management Report is consistent with the statutory financial statement and the
consolidated financial statements as of December 31, 2012;
l) The Board advised on remuneration in accordance with article 2389, paragraph 3, of