LensCrafters 2015 Annual Report Download - page 70

Report on corporate governance and ownership structure as of December 31, 2015 Page 30 of 45
respective areas of competence), the Control and Risk Committee, and the Board of Statutory Auditors (the latter as it is
a body that functions as the Audit Committee under U.S. law).
As mentioned above, with its resolution of January 29, 2016, the Board of Directors, in consideration of the choice to
adopt a simplified governance model to be entrusted to an Executive Chairman for the Markets Division and a Chief
Executive Officer for the Product and Operations Division, specified that the Executive Chairman, within his role of
providing strategic supervision and as the organizational point of contact, was granted the power to supervise the
Internal Audit department, with it being clearly understood that the latter was to report hierarchically to the Board of
Directors, functionally to the Control and Risk Committee, and to the Chief Executive Officer of the different areas of
competence, as well as to the Board of Statutory Auditors in its capacity as Audit Committee under U.S. law.
Organizational System pursuant to Italian Legislative Decree no. 231/2001
On October 27, 2005, the Board of Directors implemented the Organization, Management and Control System, as
established by former Italian Legislative Decree no. 231/2001 in order to prevent the risk of employees and consultants
of the Company carrying out illegal acts, with the consequent administrative liability as provided for by Italian
Legislative Decree no. 231/2001 (hereinafter the “Model”). The Model, which was subsequently modified throughout
the years, was last updated by the resolution of the Board of Directors on March 1, 2016. Particular importance is given
to the “point persons” of the Supervisory Board (the Operational Unit Supervisors), or to the persons that perform
functions considered to be the most “sensitive” activities pursuant to former Italian Legislative Decree no. 231/2001,
who constantly monitor the implementation of the Model, within their area of responsibility, and report to the
Supervisory Board every six months.
Following the update of the Model, and in continuation of the training programs from the past few years, training
initiatives have been established for areas which are considered “sensitive” pursuant to former Italian Legislative
Decree no. 231/2001.
The purpose of the Model is the establishment of a structured and organized system of procedures and control activities
carried out mainly for prevention, such that the system cannot be overridden unless by fraudulently failing to comply
with its provisions.
To this end, the Model serves the following purposes:
1. to make all those working in the name of and on behalf of Luxottica aware of the need to accurately comply
with the Model, and that the violation thereof shall result in severe disciplinary measures;
2. to support the condemnation by the Company of any behavior which, due to a misunderstanding of corporate
interest, is in conflict with the law, rules or more generally with the principles of fairness and transparency
upon which the activity of the Company is based;
3. to provide information about the serious consequences which the Company may suffer (and therefore also its
employees, managers and top managers) from the enforcement of pecuniary and prohibitory fines provided for
in Italian Legislative Decree no. 231/2001 and the possibility that such measures may be ordered as an interim
measure; and
4. to enable the Company to exercise constant control and careful supervision of its activities, in order to be able
to react promptly in the event that risks arise and possibly enforce disciplinary measures provided for by the