LensCrafters 2015 Annual Report Download - page 269

Board of statutory auditors’ report Pagina 3 di 4
the compliance of the procedures followed by the Company with the “Procedure on Transactions with Associated Parties”,
approved by the Board of Directors on October 25, 2010, in fulfillment of the Regulation approved by CONSOB resolution
no.17221 of March 12, 2010 and subsequent amendments. In particular during 2015 the Risk and Control Committee of the
Company, in its role as Related Party Transactions Committee, had to express an opinion on the grant of free treasury
shares of the Company in honor of the 80th birthday of its Chairman and Founder, Mr. Leonardo Del Vecchio. This share
awarded were 119,755. As the grant was considered a lesser relevant transaction with related parties, the Board of Statutory
Auditors verified the correct and strict application of above mentioned procedure. The Related Party Transactions
Committee had to express an opinion on the renewal of the license agreement for the development, production and
worldwide distribution of sunglasses and prescription frames under the Brooks brothers name. The renewal will extend to
December 19, 2019. The Brooks Brothers’ brand is owned by Brooks Brothers Group Inc., owned and controlled by
Claudio Del Vecchio. As the renewal was considered a lesser relevant transaction with related parties, the Board of
Statutory Auditors verified the correct and strict application of above mentioned procedure.
j) We set meetings with the managers of the Audit Company, also in accordance with article 150, paragraph 2 of Italian
Legislative Decree 58/98 for the regulations provided for by the Sarbanes Oxley Act, during which no events or situations
emerged that must be highlighted in this report;
k) On April 5, 2016 PricewaterhouseCoopers S.p.A. issued the opinions without remarks in accordance with article 156 of
Italian Legislative Decree 58/1998, for the statutory financial statement for the fiscal year ending on December 31, 2015
and the consolidated financial statements of the Group prepared according to IFRS accounting principles. From these
opinion letters it emerges that the financial statements represent a true and fair view, in accordance with their respectively
accounting principles, of the statement of financial position, the financial and economic position, the equity movements and
the cash flows as of December 31, 2015. Furthermore, in accordance with article 156, paragraph 4-bis of Italian Legislative
Decree 58/98, the Audit firm certified that the Management Report is consistent with the statutory financial statement and
the consolidated financial statements as of December 31, 2015;
l) The Board advised on remuneration in accordance with article 2389, paragraph 3, of the Italian Civil Code;
m) The Board analyzed the complaints sent by stockholders during 2015. In particular on May 19, 2015, a stockholder made
reference to certain articles appeared on newspapers on a criminal investigation started by “Procura di Belluno” for alleged
unfaithful declaration made by some managers of the Company. The Board, while pointing out that some of the above
managers are no longer in the Company’s employment and that, on November 9, 2015, as requested by “Procura di
Belluno”, the judge ordered that the procedure were closed, considers the complaints outside the scope of art. 2408 c.c..
The Board also considers the other complaints made by the same stockholder in 2016, outside the scope of art. 2408 c.c., as
they are requests for additional information on specific promotional activities, made in compliance with the Company’s
procedures, and on the investigation conducted by the French Antitrust authority which has always been accurately
disclosed in the Company’s financial statements.
n) The Company provided information, requested by articles 123 bis and 123 ter of the Italian consolidated financial law
(Testo Unico della Finanza) both in the remuneration report and in the Corporate Governance Report;
o) With reference to the statement in article 36, paragraph 1 of the Markets regulation (CONSOB resolution no. 16191 of 20
October 2007), we inform that on December 31, 2014 the provisions were applied to the subsidiary companies which the
Company indicated as significant with regard to the financial information control system: in this respect it has to be stated
that no omissions were noted;
p) the Audit firm PricewaterhouseCoopers S.p.A., appointed by the Shareholders on the Meeting held on April 28, 2011
together with the other companies within its network, in addition to the duties required by the law (audit of the statutory
financial statements, the consolidated financial statements, as well as the audit of the half-year financial statement and
checks on the regular keeping of company accounts during the fiscal year), were also appointed for the following activities,
stated below with their respective remuneration (in thousands of Euro):