LensCrafters 2013 Annual Report Download - page 69

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The Internal Audit Manager
The Manager of the Internal Audit department is responsible for ensuring the effectiveness
and suitability of the internal control and risk management system.
Commencing October 1, 2013, on the proposal of the Director in charge of the internal
control and risk management system, having obtained the favorable opinion of the Control
and Risk Committee and in consultation with the Board of Auditors, the Board of Directors
appointed Mr. Alessandro Nespoli as Internal Audit Manager to replace Mr. Luca Fadda,
who has undertaken other responsibilities within the Group.
The Board of Directors agreed that the Manager of the Internal Audit department is
subordinate to: i) from an organizational perspective, the Chairman of the Board of Directors
and the Chief Executive Officer who are responsible for the internal control and risk
management system; and ii) from a functional point of view, the Control and Risk
Committee, which must be actively consulted by the Manager of the Internal Audit
department on all the matters it is responsible for and every six months a report must be
submitted to the Board of Directors on the activities carried out.
The Internal Audit Manager is not responsible for any operational area and has access to any
information useful for the performance of his duties. He is provided with a budget, which is
allocated consistently with the activities performed, to reach the objectives set forth in the
plan approved by the competent bodies.
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, 2013. 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