LensCrafters 2015 Annual Report Download - page 43

Report on corporate governance and ownership structure as of December 31, 2015 Page 3 of 45
1 adoption of codes of conduct and procedures binding on the entire Group;
1 adoption of common organization models; and
1 formulation of guidelines on the composition, operation and role of the board of directors of the subsidiary
companies as well as on the assignment of management responsibilities in the subsidiary companies, consistent
with those adopted by the parent company.
The Italian subsidiary companies have acknowledged Luxottica as the company that exercises the activities of
management and coordination pursuant to art. 2497 et seq. of the Italian Civil Code.
The principles on which the corporate governance system of the parent company is founded are also applicable to all the
companies belonging to the entire Luxottica Group, namely:
1. defined, acknowledged and shared values, which are set out in the Code of Ethics;
2. the central role of the Board of Directors;
3. the effectiveness and transparency of management decisions;
4. the adoption of an adequate internal control system;
5. the adoption of proper and transparent rules regarding transactions carried out by related parties and the
processing of confidential information;
6. a proactive risk management system; and
7. a remuneration and general incentive system for managers linked to the creation of sustainable value over time.
The corporate governance system is established in compliance with the regulations of Borsa Italiana, CONSOB, SEC
and NYSE, according to the highest standards of corporate governance.
The values established in the Code of Ethics of Luxottica Group bind all employees to ensure that the activities of the
Group are performed in compliance with applicable law, in the context of fair competition, with honesty, integrity and
fairness, respecting the legitimate interests of stockholders, employees, clients, suppliers, business and financial
partners, as well as of the societies of the countries in which the Luxottica Group operates.
II. STRUCTURE OF LUXOTTICA AND INFORMATION ON THE OWNERSHIP STRUCTURE PURSUANT TO ART. 123-BIS OF
ITALIAN CONSOLIDATED FINANCIAL LAW
The Luxottica governance system – based on a traditional management and control system – is characterized by the
presence of:
1 a board of directors (“Board of Directors” or “Board”), responsible for the management of the Company;
1 a board of statutory auditors (“Board of Statutory Auditors”), responsible for supervising: (i) compliance with
applicable law and with the Company’s by-laws; (ii) compliance with the principles of correct administration;
(iii) the adequacy of the organizational structure, the internal control system and the accounting management
system, as well as its reliability to correctly report the affairs of the Company; (iv) the procedures to implement
the corporate governance rules provided for by the codes of conduct compiled by organizations managing
regulated markets or by trade associations, with which the Company declares to comply by making a public
announcement; (v) the adequacy of the regulations given by the Company to the subsidiary companies
pursuant to art. 114, paragraph 2 of the Italian Legislative Decree no. 58/1998 (hereinafter also the “Italian
Consolidated Financial Law”); and, according to the provisions of Italian Legislative Decree no. 39/2010; (vi)