LensCrafters 2013 Annual Report Download - page 73

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appointed from the list submitted by the principal stockholder Delfin S.à .r.l.; Francesco
Vella and Fabrizio Riccardo Di Giusto were appointed from the minority list submitted by
various investment funds (and to be more specific, Arca SGR S.p.A. Allianz Global Investors
Italia SGR S.p.A. Anima SGR S.p.A. Eurizon Capital S.A. Eurizon Capital SGR S.p.A. FIL
Investments International Fideuram Gestions S.A., Fideuram Investimenti SGR S.p.A,
Interfund SICAV, Mediolanum Gestione Fondi, Pioneer Asset Management S.A. and Pioneer
Investment Management SGRpA). The minimum percentage of share capital required to
present a list, as established by CONSOB, was equal to 1%.
The lists and their supporting documentation, which were filed and published within the
deadlines prescribed by law at the time of the presentation of the candidacies, are available
for review on the Company’s website under the Company/Governance/General
Meeting/Archive section.
The procedures for the appointment of auditors are governed by Article no. 27 of the
Company by-laws; for more information, please refer to the Company’s by-laws.
The Board of Statutory Auditors supervises compliance with the law, the by-laws and with
proper management principles, the appropriateness of the instructions given by the Company
to the subsidiary companies, the appropriateness of the Company structure with respect to the
areas of responsibility, the internal control system and the administrative accounting system
and the reliability of the latter in the correct reporting of the management-related issues, and
verifies the procedures for the implementation of the corporate governance rules provided for
by the Code of Conduct, and, in accordance with the provisions of Italian Legislative Decree
39/2010, supervises the financial information process, the efficiency of the internal auditing
system, the auditing of accounts and the independence of the legal auditor.
Each Auditor reports to the other Auditors and to the Board of Directors on Company
transactions in which they have an interest personally or on the account of a third-party.
The Board of Statutory Auditors presents its duly formed proposal to the Ordinary Meeting of
Stockholders on the appointment of the external auditors.
In the performance of its duties, the Board of Statutory Auditors coordinates with the Internal
Audit department, the Control and Risk Committee, the Risk Management department and
Compliance.
The Board of Statutory Auditors confirmed the correct application of the criteria used by the
Board of Directors to assess the independence of the Directors.
Following its appointment the Board of Statutory Auditors assessed the compliance of its
members with the requirements of independence.
The Board of Statutory
Auditors was identified by the Board of Directors as the suitable
body to act as Audit Committee as provided for by the Sarbanes Oxley Act, and SEC and