LensCrafters 2015 Annual Report Download - page 71

Report on corporate governance and ownership structure as of December 31, 2015 Page 31 of 45
Model itself.
The general part of the Model is available on the website www.luxottica.com in the Company/Governance/Model 231
section.
The Supervisory Board appointed on April 24, 2015 is composed of two external professionals, Mr. Enrico Maria
Bignami and Mr. Ugo Lecis, and by the Internal Audit Manager, Mr. Alessandro Nespoli. The Board of Directors, at the
time of its appointment on April 24, 2015, considered it appropriate to maintain a Supervisory Board made up of the
Internal Audit Manager and two external, independent professionals, instead of entrusting the Board of Statutory
Auditors with the task, as permitted by recent amendments introduced by Italian Legislative Decree 231/2001. This
choice was deemed appropriate for combining the requirements of independence and expertise, both of which are
fundamental for being able to guarantee authoritativeness and effectiveness to the work carried out by the Supervisory
Board.
The Board reports every six months to the Board of Directors, the Control and Risk Committee and the Board of
Statutory Auditors on the activities performed.
During the 2015 fiscal year, the Board of Directors allocated specific funds, totaling Euro 50,000, in order to provide
the Supervisory Board with adequate financial resources to perform its duties.
On the basis of the guidelines provided by Luxottica Group S.p.A. and of the risk assessment performed, the subsidiary
companies Luxottica S.r.l. and Luxottica Italia S.r.l. adopted and have updated their own Organization Model pursuant
to Italian Legislative Decree no. 231/2001, appointing the respective Supervisory Bodies over the years, in order to
implement specific control measures relating to the different risk profile of each company.
Board of Statutory Auditors
The Board of Statutory Auditors currently in office for the duration of three fiscal years, until the approval of the
financial statements as at December 31, 2017 was appointed at the Stockholders Meeting held on April 24, 2015, and is
composed of Francesco Vella, Chairman, Alberto Giussani and Barbara Tadolini. The alternate Auditors are Maria
Venturini and Roberto Miccù. The appointment of the Board of Statutory Auditors currently in office took place
through the list-based voting system: Alberto Giussani, Barbara Tadolini and Maria Venturini were appointed from the
list submitted by the principal stockholder Delfin S.à.r.l.; Francesco Vella and Roberto Miccù were appointed from the
minority list submitted by various Italian and foreign institutional investors (see the ‘Appointment of Directors’
paragraph).
The minimum percentage of share capital required to present a list, as established by CONSOB resolution no.19109
dated January 28, 2015, was equal to 0.5% of share capital.
The lists and their supporting documentation, which were filed and published within the deadlines prescribed by law at
the time of the presentation of the candidacies, are available for review on the Company’s website under the
Company/Governance/General Meeting/Archive section.
The procedures for the appointment of Auditors are governed by art. no. 27 of the Company by-laws; for more
information, please refer to the Company’s by-laws.
The Board of Statutory Auditors supervises (i) compliance with the law and Company by-laws; (ii) compliance with