LensCrafters 2015 Annual Report Download - page 67

Report on corporate governance and ownership structure as of December 31, 2015 Page 27 of 45
1, 2014 the Group Risk Management & Compliance Director, who reported directly to the General Manager of Central
Corporate Functions and was appointed to replace the CR&CO. In January 2015, with the implementation of another
governance model based on the appointment of two Chief Executive Officers, it was established that the Risk
Management and Compliance function was to report directly to the CEO for Product and Operations. This approach
was upheld in the model adopted in January 2016 which is now focused on an Executive Chairman and a Chief
Executive Officer, as described in more detail below.
In brief, the ICFR System, as a whole, currently involves the corporate roles, described below:
1. Directors in charge of the Internal Control and Risk Management System
2. Control and Risk Committee
3. Internal Audit Manager
4. Organizational System pursuant to Italian Legislative Decree no. 231 dated June 8, 2001
5. Board of Statutory Auditors
6. External Audit Firm
7. Manager responsible for the preparation of the Company’s financial reports
Directors in charge of the Internal Control and Risk Management System
In January 2015, the Board of Directors, in consideration of the decision to adopt a governance model based on the
appointment of two Chief Executive Officers (Co-CEO Model) with the aim of more effectively responding to the
growing complexity of the Group and global competitive demands, identified two CEOs - the CEO for the Product and
Operations Division and the CEO for the Markets Division respectively - as Directors in charge of the Internal Control
and Risk Management System of their respective areas of competence, with the roles and tasks indicated in the Code of
Conduct for Listed Companies.
Subsequently, on January 29, 2016, the Board of Directors appointed Mr. Leonardo Del Vecchio as Executive
Chairman and Mr. Massimo Vian as CEO for Product and Operations, heads respectively of the Markets Division and
the Product and Operations Division, following a change in management and in order to replace the governance system
previously in place.
Within this context respective powers of management and representation of the Executive Chairman and the CEO for
Product and Operations are exercised in relation to the overall management of the business of the Group, for both the
Parent Company Group Luxottica Group S.p.A. and as related to subsidiary companies of the Group. The decisions set
forth by law and the company by-laws are reserved for the Board of Directors of Luxottica Group S.p.A., with
particular regard to strategic decisions.
In particular, starting from January 2016, the Executive Chairman and the CEO for Product and Operations are granted
the following powers: (i) autonomous and exclusive powers in their respective areas of competence (with adequate
reporting, which, in any case, will be provided to the Executive Chairman by the CEO for Product and Operations); (ii)
separate powers, with the obligation to provide information, in the shared divisions; and (iii) joint powers, for several
important decisions. The Executive Chairman and the CEO for Product and Operations are obliged – separately in their
exclusive areas of competence and jointly in the Shared Divisions – to implement the guidelines set by the Board of
Directors, identifying the main risks to the Company, by planning, implementing and managing the ICFR System, and