LensCrafters 2013 Annual Report Download - page 64

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appointment, was appointed Chairman of the Committee. The Committee reports to the
Board before the approval of the half year report and before the approval of the yearly
financial statements.
Please refer to the Remuneration Report published in accordance with Article 123-ter of
Italian Consolidated Financial Law for more detailed information.
The evaluation of the organizational requirements of the Company and the effective
assignment of key positions (known as succession plans) is among the roles assigned to the
Committee by the Regulations, which were last amended in 2012. The Committee examines
succession plans annually. In 2013 the Committee identified the succession plans for those
who hold key positions within the Group and the succession process related to four hundred
managers.
II.
I NTERNAL C ONTROL AND R ISK M ANAGEMENT S YSTEM
The Internal Control System consists of tools, organizational structures and procedures for
each area of activity, which are set forth in the manuals updated and distributed within the
Group and which are aimed at contributing to the fair management of the Company in line
with predetermined objectives using a risk identification, management and monitoring
process.
This system, which is integrated into more general organizational structures and corporate
governance, is aimed at providing that the Group’s primary risks are identified, measured,
managed and monitored and at ensuring that financial reporting is reliable, accurate and
disclosure is made promptly.
Particular importance is thus attributed to the control structure – defined on the basis of the
COSO report model, which represents the best international practice to assess the adequacy
of the internal control system, and the principles of the Code of Conduct – of the preparation
and circulation of the financial reports, which has been further strengthened in the past few
years to ensure compliance with the guidelines of the Sarbanes-Oxley Act (SOX).
In compliance with the provisions of Article 2381 of the Italian Civil Code, on the basis of
the information received by the appointed bodies responsible for ensuring that the
organizational, administrative and accounting structure is suitable to the nature and size of the
business, the Board of Directors establishes guidelines for the internal control system and
assesses their adequacy so that the major risks for the Group may be correctly identified and
monitored, checking that they are also in line with the strategic objectives of Luxottica.
To this end, the Board consults with the Control and Risk Committee, personnel within the
Risk Management and Compliance organization, the manager of the Internal Audit
department and the Supervisory Board on the organizational model provided for by Italian
Legislative Decree no. 231/2001.