LensCrafters 2015 Annual Report Download - page 68

Report on corporate governance and ownership structure as of December 31, 2015 Page 28 of 45
regularly assessing its overall adequacy, efficiency and effectiveness. They are also responsible for the adjustment of
the aforesaid system to the changes in the operational conditions and of the legal and regulatory framework through the
support of the relevant corporate structures.
The Control and Risk Committee
On April 24, 2015, the Board of Directors appointed the Control and Risk Committee, composed by independent
directors Ms. Elisabetta Magistretti, Chairperson, Mr. Luciano Santel and Ms. Cristina Scocchia, all with experience in
accounting, finance or risk management required by the Code of Conduct for Listed Companies. Until April 24, 2015
the Control and Risk Committee in office was made up of the following independent Directors: Mr. Mario Cattaneo,
Chairman, Ms. Elisabetta Magistretti, Mr. Marco Reboa and Mr. Marco Mangiagalli, with combined extensive
experience in accounting, finance and risk management.
According to the provisions of its charter, last updated in July 2012, the Committee is responsible for performing
investigations, offering consultations and submitting proposals to the Board of Directors.
In particular, the Committee performs the following activities:
1. assists the Board of Directors in the execution of its tasks regarding internal controls;
2. evaluates the preparation of the accounting and company records, together with the manager appointed to carry
out this task, having obtained the opinion of the independent auditor and the Board of Statutory Auditors; also
reviews the application of accounting principles and their consistency of application for the purposes of
preparation of the Group’s consolidated financial statements;
3. reviews the regular reports on the evaluation of the ICFR System and any particularly significant reports
prepared by the Internal Audit department;
4. expresses opinions on specific aspects concerning the identification of corporate risks as well as the planning,
implementation and management of the ICFR System.
5. reviews the work plan prepared by the Manager of the Internal Audit Department.
On January 29, 2016, in compliance with the comment referred to in article 4 of the Code of Conduct for Listed
Companies, which was introduced in July 2015, the Board of Directors resolved to entrust the Control and Risk
Committee with supervision of sustainability questions linked to Company activities.
Specific expertise on auditing is assigned to the Board of Statutory Auditors, acting as Audit Committee, described later
on in this Report. Moreover, the Financial Expert was identified within the Board of Statutory Auditors by the Board of
Directors.
The Control and Risk Committee meets whenever the Chairman deems it appropriate, usually prior to the Board
meetings for the approval of the annual, six-month and quarterly reports, or whenever a meeting is requested to be
called by him by another member.
When the Committee deemed it necessary, the management of the Company and the Luxottica Group were invited to
participate in meetings to discuss specific items on the agenda and to review specifically the topics within their
competence.
During the 2015 fiscal year, the Committee met 11 times, one of which also served as the Committee for Transactions
with Related Parties, for an average meeting time of approximately two and a half hours and it, among other activities:
(i) evaluated the financial risks for the Company; (ii) examined reports of the Supervisory Board and reports regarding