LensCrafters 2015 Annual Report Download - page 69

Report on corporate governance and ownership structure as of December 31, 2015 Page 29 of 45
complaints of alleged violations of the Code of Ethics (twice a year); (iii) reviewed the reports of the Internal Audit
Manager on the activities carried out; (iv) assessed the development of activities aimed at compliance with the SOX; (v)
evaluated the audit plan and the integration of same submitted over the year; (vi) reviewed the activities carried out to
identify, monitor and manage risks; and (vii) met with representatives of various departments to review in detail the
progress of specific projects or the management of several specific risk areas.
The Committee met twice in the first two months of 2016.
The meetings, attended by the Chairman of the Board of Statutory Auditors, or by an Auditor appointed by same, are
regularly reported in the meeting minutes. Furthermore, certain meetings are joint meetings between the Committee and
the Board of Statutory Auditors.
The Committee reports to the Board of Directors at least every six months on the activities performed.
The Committee has access to the information and the Company functions necessary for the performance of its task as
well as to work with external consultants. The Board of Directors approved the allocation of funds totaling Euro 50,000
to the Committee for the 2015 fiscal year in order to provide it with the adequate financial resources to perform its tasks
independently.
Internal Audit Manager
The Manager of the Internal Audit department is responsible for ensuring the effectiveness and suitability of the ICFR
System.
Starting from October 1, 2013, on the proposal of the Director in charge of the Internal Control and Risk Management
System, having obtained the favorable opinion of the Control and Risk Committee and having consulted the Board of
Statutory Auditors, the Board of Directors appointed Mr. Alessandro Nespoli as Internal Audit Manager.
The Internal Audit Manager is not responsible for any operational area and has access to any information useful for the
performance of his duties. He is provided with a budget, which is allocated consistently with the activities performed, to
reach the objectives set forth in the plan approved by the competent bodies.
During the course of the fiscal year, the Internal Audit Manager performed his role through the implementation of an
activities and verification plan which is related to Luxottica Group S.p.A. and its main subsidiaries. Such actions, which
the Executive Chairman, the Chief Executive Officer and the Board of Directors were informed of, through the Control
and Risk Committee and the Board of Statutory Auditors, have allowed the Company to identify areas for improvement
of the ICFR System, for which specific plans have been implemented to further strengthen the foundation of the system
itself.
The Internal Audit Manager is due the remuneration consistent with company policies, and it is clearly understood that
the Control and Risk Committee approves all the decisions related to the performance evaluation criteria aimed at
determining the variable remuneration of the aforesaid manager.
It is to be noted that in January 2015, following the implementation of the co-CEO model, in order to preserve the
autonomy and independence of the entire Internal Audit department, the Board of Directors agreed that the latter: (i)
would be subordinate hierarchically to the Board of Directors; (ii) from an organizational perspective, would be under
the position of the Chairman of the Board of Directors; and (iii) from an operational point of view, would report to the
two co-CEOs, who are Managers of the Internal Control and Risk Management System (each to the extent of their