LensCrafters 2015 Annual Report Download - page 42

Report on corporate governance and ownership structure as of December 31, 2015 Page 2 of 45
Set out below are the corporate governance rules and procedures of the management and control system of the group of
companies controlled by Luxottica Group S.p.A. (hereinafter, “Luxottica” or the “Company”).
Luxottica complies, as illustrated below, with the Code of Conduct prepared by the Committee for Corporate
Governance of listed companies promoted by Borsa Italiana S.p.A. (hereinafter the “Code of Conduct”, the text of
which was updated in July 2015 and is available on the website of the Committee for Corporate Governance at
http://www.borsaitaliana.it/comitato-corporate-governance/codice/2015cleaneng.en.pdf). The Report refers to the
fiscal year which ended on December 31, 2015 and has been updated with the most relevant subsequent events up to the
date of its approval.
SECTION I – GENERAL INFORMATION AND OWNERSHIP STRUCTURE
I. INTRODUCTION
The group of companies controlled by Luxottica Group S.p.A. (hereinafter “Luxottica Group” or the “Group”), one of
the major global companies in the eyewear sector, implements its business strategies through the presence of subsidiary
companies in the various countries in which it operates. The Group is a leader in the design, manufacture and
distribution of fashion, luxury, sports and performance eyewear. Its global wholesale organization covers more than 130
countries and is complemented by an extensive retail network of over 7,000 stores mostly located in North America,
Latin America and Asia-Pacific. Product design, development and manufacturing take place in six production facilities
in Italy, three in the People’s Republic of China, one in India, one in Brazil and one in the United States devoted to
sports and performance eyewear.
Luxottica is listed on the New York Stock Exchange (“NYSE”) and on the Telematic Stock Exchange organized and
managed by Borsa Italiana (“MTA”) and complies with the provisions of U.S. and Italian law for listed companies, as
well as with the provisions issued both by the U.S. Securities and Exchange Committee (“SEC”) and the Italian
Commissione Nazionale per le Società e la Borsa (“CONSOB”). As a result of its being listed in the United States, the
Company is subject to the provisions of the Sarbanes-Oxley Act (“SOX”), which influence its governance structure
with regard to internal controls. Luxottica, the parent company of the Group, manages and coordinates its subsidiary
companies, acting in the interest of the Luxottica Group as a whole.
The main instruments for implementing unified management of the subsidiary companies are represented by:
1 preparation of Group industrial and commercial plans;
1 preparation of budgets and the assignment of objectives and projects;
1 forecasting of adequate information flows for management and control;
1 review and approval of extraordinary or particularly significant operations;
1 preparation of certain financial policies (for example, the definition of indebtedness and cash investment or
cash equivalent investment criteria);
1 establishment of central structures to provide professional services and support to all the companies belonging
to the Group;