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Report on corporate governance and ownership structure as of December 31, 2015 Page 26 of 45
accounting principles.
In addition to defining and testing the internal ICFR system in compliance with SOX requirements, Luxottica has also
identified the necessary actions to ensure its optimal functioning over time.
(IV) ICFR Monitoring and Updates
The entire ICFR System must, in turn, be monitored at two levels:
i. by line management, supervising the significant processes; and
ii. by the Internal Audit department, which independently and according to an approved intervention plan must
check the effectiveness of the controls and report on them to the relevant functions and bodies.
Furthermore, as a result of a comparison with other companies listed on the NYSE, the designed control system is
subject to continuous improvements. Since 2007, on the basis of experience gained internally, independent evaluations
by Group’s external auditors and the introduction of audit standard no. 5 adopted by the PCAOB (Public Company
Accounting Oversight Board), a process for the evaluation and rationalization of the controls is in place, which allows
the Company, on the one hand, to eliminate any redundant controls that burden operations without offering a real
benefit in terms of strengthening the ICFR System and, on the other hand, to define and better protect the key controls
and monitoring controls. This process is performed for all of the most important companies of the Group.
Roles and Functions involved
In compliance with the provisions of art. 2381 of the Italian Civil Code, on the basis of the information received by the
executive bodies responsible for ensuring that the organizational, administrative and accounting structure is suitable to
the nature and size of the business, the Board of Directors establishes guidelines for the ICFR System and assesses their
adequacy so that the major risks for the Group may be correctly identified and monitored, checking that they are also in
line with the strategic objectives of Luxottica.
To this end, the Board consults with the Control and Risk Committee, personnel within the Risk Management and
Compliance organization, the Manager of the Internal Audit department and the Supervisory Board on the
Organizational Model provided for by Italian Legislative Decree no. 231/2001.
The foregoing is without prejudice to the supervisory and control duties, which are by law reserved to the Board of
Statutory Auditors, while auditing duties are assigned to an external auditing firm in accordance with Italian
regulations.
In 2010, Luxottica appointed a Chief Risk & Compliance Officer (“CR &CO”) of the Group who at the time reported
directly to the Group’s Chief Executive Officer. The CR&CO was called upon to work together with the corporate
functions of the Group through his/her organizational structure in order to guarantee the implementation of an efficient
risk management system and identify, monitor and control the primary risks as well as the consistent alignment of
processes, procedures and, more generally, the conduct and corporate activities within the applicable legal framework
and Code of Ethics adopted by the Group. To fulfill these tasks the CR&CO made use of a Corporate Risk Manager, a
Corporate Compliance Manager and similar structures, in particular, for the protection and coordination of activities in
the U.S. In 2013 this role was covered ad interim by the General Manager - Central Corporate Functions and on January