LensCrafters 2015 Annual Report Download - page 73

Report on corporate governance and ownership structure as of December 31, 2015 Page 33 of 45
7. reviews periodic reports of the external auditors on: (i) the critical accounting criteria and practices to be used;
(ii) the alternative accounting processes generally accepted, once they have been analyzed together with
management, the consequences of the use of such alternative processes and the related information, as well as
the processes which are considered preferable by the external auditors; and (iii) any other relevant written
communication between the external auditors and management;
8. makes recommendations to the Board of Directors on the settlement of disputes between management and the
external auditors regarding financial reporting;
9. approves the procedures concerning: (i) the receipt, the archiving and the treatment of reports received by the
Company on accounting matters, ICFR System matters related to the accounts and audit-related matters; (ii)
the confidential and anonymous reporting on questionable accounting or auditing matters;
10. assesses the requests to make use of the auditing company appointed to perform the auditing of the balance
sheet for permitted non-audit services and expresses their opinion on the matter to the Board of Directors;
11. approves the procedures prepared by the Company for the pre-emptive authorization of the permitted non-audit
services, analytically identified, and examines the reports on the supply of the authorized services.
With particular reference to the Form 20-F (the Annual Report drawn up in compliance with the U.S. laws relevant for
non-U.S. companies that are listed on the NYSE), the Board of Statutory Auditors, in its capacity as Audit Committee,
also carries out the following tasks:
1. reviews the financial information to be disclosed in the Form 20-F, including the audited financial statements,
the management report, selected financial information and the information on market risk, together with the
company management and auditing firm;
2. reviews the assessment of the quality and acceptability of accounting principles, the reasonableness of
significant evaluations, the clarity of the disclosure of financial information, the management report, the
selected financial information and information on market risk, together with the CFO and audit firm; and
3. assesses the results of the regular and annual auditing of accounts and any other matters that must be
communicated to the Board of Statutory Auditors by the auditing firm in accordance with the auditing
principles in force in Italy and the U.S. and other applicable regulations.
In accordance with U.S. regulations, the Board of Directors confirmed the office of Mr. Alberto Giussani as Audit
Committee Financial Expert on April 24, 2015.
The Board of Statutory Auditors has the appropriate skills and resources to perform the above-mentioned duties.
In 2015 the Board met 14 times for an average meeting of more than two and a half hours. In the first two months of
2016 the Board met three times.
During the year, the Statutory Auditors attended the meetings of the Control and Risk Committee, in addition to the
Meeting of Stockholders and the meetings of the Board of Directors. Furthermore, the Chairman of the Board of
Statutory Auditors or an Auditor appointed by the latter is invited to attend the meetings of the Human Resources
Committee. In 2015, the Chairman or at least one Auditor appointed by the latter attended 2 of the 5 meetings of the
Human Resources Committee.
Background information on the members of the Board of Statutory Auditors currently in office is provided below, with
an indication of the year of their first appointment to the Board and the primary offices held in other companies as at
December 31, 2015.