LensCrafters 2015 Annual Report Download - page 75

Report on corporate governance and ownership structure as of December 31, 2015 Page 35 of 45
Audit Firm
The auditing activity is entrusted to an auditing company registered in the Register of Auditors, whose appointment is
approved at the Ordinary Meeting of Stockholders.
The audit firm serving until the approval of the financial statements for the year 2020 is PricewaterhouseCoopers
S.p.A., in accordance with the resolution of the Ordinary Meeting of Stockholders of April 28, 2011.
Manager responsible for the preparation of the Company’s financial reports
On April 24, 2015, the Board of Directors confirmed the Chief Financial Officer Mr. Stefano Grassi’s position as the
manager responsible for the preparation of the Company’s financial reports.
The appointed manager remains in office until: (a) termination of the entire Board of Directors that appointed him; (b)
dismissal from the office; or (c) revocation of the office by the Board itself.
The appointed manager has been granted all the powers and resources necessary to perform his duties according to the
applicable regulations of the Italian Consolidated Financial Law and of the related performance regulations. In
particular, the appointed manager has been granted wide powers connected to: (i) the preparation of adequate
administrative and accounting procedures for the preparation of both the separate and consolidated financial statements
as well as of any notice of a financial nature; (ii) the issue of certifications pursuant to art. 154-bis paragraph 2, of the
Italian Consolidated Financial Law with reference to the acts and the communications of the Company disclosed to the
market and relating to the accounting report, including half-year reports, of the Company; and (iii) the issue, together
with the Executive Chairman and the CEO of Product and Operations, of certificates pursuant to art. 154-bis paragraph
5, of the Italian Consolidated Financial Law, with reference to the separate financial statements, the consolidated
financial statements and the half-year financial statements. More generally, the appointed manager has been granted the
power to perform any activity necessary or useful for the appropriate performance of the above-mentioned task
including power to expend Company funds within the limits of the powers already granted to him in a separate power of
attorney, with exception of the possibility to spend amounts in excess of the above-mentioned limits, where necessary
and upon specific and justified request by the appointed manager, subject to prior approval by the Board of Directors.
III. BY-LAWS, CODE OF CONDUCT AND PROCEDURES
By-laws
The current Company by-laws were most recently amended on the resolution of the Board of Directors on July 26, 2012
for the purpose of adapting the by-laws to the provision of Italian Law 120/2011 on the balance between the genders in
the composition of the Company’s governing bodies.
The Board of Directors, as authorized by article 23 of the by-laws, amended articles 17 and 27 on the appointment of
the Board of Directors and Board of Statutory Auditors.
The text of the by-laws is available on the website www.luxottica.com in the Company/Governance/By-laws section.
The Extraordinary Meeting of Stockholders to be held on April 29, 2016 will resolve upon the amendments to articles