LensCrafters 2013 Annual Report Download - page 46

4
The corporate governance system of the parent company, applicable to all the companies
belonging to Luxottica Group, is based on five key principles:
1) defined, acknowledged and shared values, which are set out in the Code of Ethics;
2) the central role of the Board of Directors;
3) the effectiveness and transparency of management decisions;
4) the adoption of an adequate internal control system; and
5) the adoption of proper and transparent rules regarding transactions carried out by
related parties and the processing of confidential information.
The system is established in compliance with the provisions of Borsa Italiana, CONSOB, the
SEC and the New York Stock Exchange (“NYSE”), according to the highest standards of
corporate governance.
The values established in the Code of Ethics of Luxottica Group bind all employees to ensure
that the activities of the Group are performed in compliance with applicable law, in the
context of fair competition, with honesty, integrity and fairness, respecting the legitimate
interests of stockholders, employees, clients, suppliers, business and financial partners, as
well as of the societies of the countries in which Luxottica Group operates.
II.
S TRUCTURE OF L UXOTTICA G ROUP S. P .A. AND INFORMATION ON THE OWNERSHIP
STRUCTURE PURSUANT TO ARTICLE
123- BIS OF I TALIAN C ONSOLIDATED F INANCIAL L AW
The Luxottica governance system – based on a traditional management and control system –
is characterized by the presence of:
• a Board of Directors, responsible for the management of the Company;
• a Board of Statutory Auditors, responsible for supervising: (i) compliance with
applicable law and with the Company’s by-laws; (ii) compliance with the principles
of correct administration; (iii) the adequacy of the organizational structure, the
internal control system and the accounting management system, as well as its
reliability to correctly report the affairs of the Company; (iv) the procedures to
implement the corporate governance rules provided for by the codes of conduct
compiled by organizations managing regulated markets or by trade associations, with
which the Company declares to comply by making a public announcement; (v) the
adequacy of the regulations given by the Company to the subsidiary companies
pursuant to Article 114, paragraph 2 of the Italian Legislative Decree no. 58/1998
(“Italian Consolidated Financial Law”); and (vi) according to the provisions of Italian
Legislative Decree no. 39/2010, the process of financial information, the effectiveness
of the internal auditing and management risk system, the auditing of accounts and the
independence of the statutory auditor. The Luxottica Group Board of Statutory
Auditors also acts as the Audit Committee pursuant to SOX;
• the Stockholders’ meeting, which has the power to vote – both in ordinary and
extraordinary meetings – among other things, upon (i) the appointment and removal