LensCrafters 2015 Annual Report Download - page 72

Report on corporate governance and ownership structure as of December 31, 2015 Page 32 of 45
proper management principles; (iii) the appropriateness of the instructions given by the Company to the subsidiary
companies; (iv) the appropriateness of the Company structure with respect to the areas of responsibility; (v) the ICFR
System and the administrative accounting system; (vi) the reliability of the latter in the correct reporting of the
management-related issues; (vii) the financial information process pursuant to the provisions of Italian Legislative
Decree no.39/2010; (viii) the efficiency of the internal auditing system; (ix) the auditing of accounts; and (x) the
independence of the legal auditor.
Furthermore, the Board of Statutory Auditors (xi) verifies the procedures for the implementation of the corporate
governance rules provided for by the Code of Conduct for Listed Companies; (xii) offers its opinion, pursuant to article
2389 of the Italian Civil Code, on the remuneration assigned to Directors with special roles; and (xiii) monitors the
implementation of the remuneration policy.
Each Auditor reports to the other Auditors and to the Board of Directors on Company transactions in which they have
an interest personally or on the account of a third-party.
The Board of Statutory Auditors presents its duly formed proposal to the Ordinary Meeting of Stockholders on the
appointment of the external auditors.
In the performance of its duties, the Board of Statutory Auditors coordinates with the Internal Audit department, the
Control and Risk Committee, the Risk Management department and Compliance.
The Board of Statutory Auditors verified the correct application of the criteria used by the Board of Directors to assess
the independence of the Directors.
Following its appointment the Board of Statutory Auditors assessed the compliance of its members with the
requirements of independence in accordance with the laws in force and the Code of Conduct for Listed Companies and
also verified that these requirements were met during the 2015 fiscal year.
The Board of Statutory Auditors was identified by the Board of Directors as the suitable body to act as Audit
Committee as provided for by the SOX, and SEC and NYSE rules and regulations. Furthermore, in accordance with
Italian law, it acts as a Committee for Internal Control and Auditing.
Consequently, the Board of Statutory Auditors:
1. examines and discusses all the declarations required by SOX sections 302 and 906 with management;
2. examines the management reports on the ICFR System and the declaration of the auditing company on the
conclusions of the management in compliance with SOX section 404;
3. examines the reports of the delegated bodies and CFO on any significant point of weakness in the planning or
in the performance of internal controls which is reasonably capable of negatively affecting the capacity to
record, process, summarize and disclose financial information and the shortcomings identified through the
internal controls;
4. examines the reports by the delegated bodies and Chief Financial Officer on any fraud involving management
or related officers in the context of the ICFR System;
5. evaluates the proposals of the auditing companies for the appointment as external auditor and submits its
proposal on the appointment or revocation of the auditing company to the Meeting of Stockholders;
6. supervises the activities of the external auditors and their supply of consulting services, other auditing services
or certificates;