LensCrafters 2013 Annual Report Download - page 45

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SECTION I – GENERAL INFORMATION AND OWNERSHIP STRUCTURE
I.
I NTRODUCTION
The group of companies controlled by Luxottica Group S.p.A., a world leader in eyewear, is
driven by a single business strategy implemented through the presence of subsidiary
companies in the various countries in which it operates. On December 31, 2013 Luxottica
Group was made up of 172 companies (including the parent company) in Europe, America,
Australia and New Zealand, China, South Africa and the Middle East. Its operations are
particularly significant in terms of product turnover and personnel in Europe, North America,
Australia and China.
Luxottica Group S.p.A. is listed on the New York Stock Exchange and on the telematic stock
exchange (“MTA”) organized and managed by Borsa Italiana and complies with the
obligations issued by U.S. and Italian regulations for listed companies, in particular, with the
provisions issued both by the U.S. Securities and Exchange Committee (the “SEC”) and
CONSOB. As a result of its being listed in the United States, the Company is subject to the
provisions of the Sarbanes-Oxley Act (“SOX”), which influence its governance structure with
regard to internal controls.
Luxottica Group S.p.A., the parent company of the Group, manages and coordinates its
Italian subsidiary companies pursuant to Article 2497 et seq. of the Italian Civil Code,
constantly in pursuit of results that are advantageous and sustainable for the Luxottica Group
as a whole.
The main instruments for implementing unified management of the subsidiary companies are
represented by:
• preparation of industrial and commercial plans;
• preparation of budgets and the assignment of objectives and projects;
• forecasting of adequate information flows for management and control;
• review and approval of extraordinary or particularly significant operations;
• preparation of certain financial policies (for example, the definition of
indebtedness and cash investment or cash equivalent investment criteria);
• establishment of central structures to provide professional services and
support to all the companies belonging to the Group;
• adoption of codes of conduct and procedures binding for the entire Group;
• adoption of common organization models; and
• formulation of guidelines on the composition, operation and role of the
board of directors of the subsidiary companies as well as on the
assignment of management responsibilities in the subsidiary companies,
consistent with those adopted by the parent company.