LensCrafters 2015 Annual Report Download - page 268

Board of statutory auditors’ report Pagina 2 di 4
with law and the company bylaws and were not manifestly imprudent, high risky, in potential conflict of interest or able to
compromise the integrity of the company assets. From the information disclosed during the Board of Directors’ meetings, it
appears that the Directors did not undertake any transactions that create potential conflict of interest with the Company;
c) We investigated and verified, to the extent of our responsibility, that the organizational structure of the company was
adequate, that the principles of fair management were respected and that the instructions given by the Company to its
subsidiaries were coherent with article 114, paragraph 2 of Italian Legislative Decree 58/1998. The above was
accomplished though the collection of information from the competent functional managers and though meetings with the
Auditing Company, according to a reciprocal exchange of the significant facts and figures. No significant issues concerning
the main subsidiaries emerged from the assessment of the annual reports, annexed to the financial statements and issued by
the Boards of Statutory Auditors (where they exist), and from the information sharing with the latter;
d) We assessed and verified the adequacy of the internal control system and the administration and accounting system as well
as the reliability of the latter to fairly represent operating events. This was achieved through:
i) the review of reports issued by the manager responsible for the preparation of the Company’s accounting
recordsaccording to the provisions stated in article 154-bis of Italian Legislative Decree 58/98;
ii) the review of the internal audit reports, as well as the disclosures on the outcome of monitoring activities to check the
fulfillment of the corrective actions identified by the audit activity;
iii) the review of company documents and the results of the work done by the Audit Company, taking in to consideration
also the activities performed by the latter in accordance with US Law (Sarbanes Oxley Act);
iv) participating to the Internal Control Committee’s activities and, when it was deemed necessary, dealing with the
issues together with the Committee;
v) the meetings with the Chief Risk Compliance Officer.
Based on the activities we performed, no anomalies arose which indicated that the Internal Control System is significantly
inadequate.
e) We looked over and gathered information on the management activities and procedures implemented in accordance with
Italian Legislative Decree 231/2001 regarding the administrative responsibilities of Bodies for the violations mentioned in
the aforesaid regulations. The Supervisory Body, initially set up by the Board of Directors in the meeting of October 27,
2005, and ultimately renewed in the meeting of April 24, 2015, reported on the activities developed during the 2015 fiscal
year;
f) We supervised the actual implementation models of the Code of Conduct promoted by Borsa Italiana S.p.A. and
adopted by Luxottica Group S.p.A. in the meeting of July 26, 2007, in accordance with article 149, paragraph 1, letter c-bis
of Italian Legislative Decree 58/98, and among other things, but not limited to, we checked that the assessment criteria and
procedures used by the Board to evaluate the independence of its members were applied correctly. We also verified that the
criteria regarding the independence of the members of this Board of Statutory Auditors were respected, as provided for by
the Code of Conduct;
g) Based on the provisions of article 19 of Italian Legislative Decree of 27 January 2010, no. 39, the Board also reviewed: the
financial information process; the statutory audit of the annual accounts and consolidated accounts; the independence of the
statutory auditor, paying particular attention to the services provided outside the auditing process.
h) We did not find any atypical or unusual transactions that were set with companies of the Group, third parties or related
parties. In its Management Report the Board of Directors provided a thorough explanation of the most important
transactions of ordinary, economic and financial nature that were undertaken with subsidiary companies and related parties,
as well as of the methods for determining the remuneration paid to them. Please refer to this specific report for further
information.
i) We also verified that the ordinary operating procedures in force within the Group were arranged in order to assure that the
transactions with related parties were concluded according to market conditions; the Board of Statutory Auditors verified