LensCrafters 2013 Annual Report Download - page 77

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The auditing company serving until the approval of the financial statements for the year 2020
is PricewaterhouseCoopers S.p.A, in accordance with the resolution of the Ordinary Meeting
of Stockholders of April 28, 2011.
Manager responsible for the preparation of the Company’s financial reports
On April 27, 2012, the Board of Directors confirmed Enrico Cavatorta as the manager
responsible for the preparation of the Company’s financial reports.
The appointed manager will remain in office until: (a) termination of the entire Board of
Directors which appointed him; (b) dismissal from the office; or (c) revocation of the office
by the Board itself.
The appointed manager has been granted all the powers and resources necessary to perform
his duties according to the applicable regulations of the Italian Consolidated Financial Law
and of the related performance regulations. In particular, the appointed manager has been
granted wide powers connected to: (i) the preparation of adequate administrative and
accounting procedures for the preparation of both the separate and consolidated financial
statements as well as of any notice of a financial nature; (ii) the issue of certifications
pursuant to Article 154-bis paragraph 2, of the Italian Consolidated Financial Law with
reference to the acts and the communications of the Company disclosed to the market and
relating to the accounting report, including half-year reports, of the Company; and (iii) the
issue, together with the Chief Executive Officer, of certificates pursuant to Article 154-bis
paragraph 5, of the Italian Consolidated Financial Law, with reference to the separate
financial statements, the six-monthly financial statements and the consolidated financial
statements. More generally, the appointed manager has been granted the power to perform
any activity necessary or useful for the appropriate performance of the above-mentioned task
including power to expend Company funds within the limits of the powers already granted to
Mr. Cavatorta, with exception of the possibility to spend amounts in excess of the above-
mentioned limits, where necessary and upon specific and justified request by the appointed
manager, subject to prior approval by the Board of Directors.
III.
B Y - LAWS , C ODE OF C ONDUCT AND P ROCEDURES
By-laws
The current Company by-laws were most recently amended on the resolution of the Board of
Directors on July 26, 2012 for the purpose of adapting the by-laws to the provision of Italian
Law 120/2011 on the balance between the genders in the composition of company
committees.
The Board of Directors, as authorized by Article 23 of the by-laws, amended Articles 17 and
27.