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12, 19 and 30 of the By-Laws.
Code of Ethics and Procedure for handling reports and complaints regarding Violations of Principles and Rules
Defined and/or Acknowledged by Luxottica Group
The Code of Ethics of Luxottica Group (“Code of Ethics”) represents the values underlying all of the Group’s business
activities and is subject to constant verification and updating to reflect the proposals derived in particular from U.S.
regulations.
The Code of Ethics, originally approved by the Board of Directors on March 4, 2004, has been adapted over the years
and was updated by the Board in the resolution passed on January 29, 2016.
In addition to the Code of Ethics, there is a Procedure for the Handling of Reports and Complaints of Violations of
principles and rules defined and/or acknowledged by Luxottica Group.
The procedure covers reports, complaints and notifications of alleged fraud, violation of ethical and behavioral
principles set forth in the Code of Ethics of the Group and of irregularities or negligence in accounting, internal controls
and auditing.
Complaints received from both internal and external subjects by the Group are taken into consideration: the Group
undertakes to safeguard the anonymity of the informant and to ensure that the employee reporting the violation is not
subject to any form of retaliation.
The reports of violations of principles and rules defined or recognized by the Group are submitted to the Internal Audit
Manager, who in turn submits them to the Chairman of the Board of Statutory Auditors.
The Code of Ethics is available on www.luxottica.com, in the Company/Our Way/Our way of doing Business section.
Procedure for transactions with related parties
On October 25, 2010 the Board of Directors voted unanimously to adopt a new procedure to regulate transactions with
related parties pursuant to the provisions of CONSOB regulation 17221/2010.
The procedure, which was approved by the former Internal Control Committee (composed exclusively of independent
Directors), became applicable as of January 1, 2011.
On February 13, 2014, the Board of Directors, in compliance with the recommendation of CONSOB (see
Communication no. 10078683 dated September 24, 2010), carried out an assessment on the possibility of revising the
procedure, three years from its adoption. In this regard, the Board, having achieved the favorable opinion of the Control
and Risk Committee (composed solely of Independent Directors), resolved to make amendments to the Procedure, in
line with the best practices on this subject.
The procedure regulates the execution of major and minor transactions. Transactions with and among subsidiary
companies, associated companies, ordinary transactions, transactions of an inferior amount (of an amount less than Euro
1 million or, with regard to the remuneration of a member of a management or control body or managers with strategic
responsibilities, of an amount less than Euro 250,000) are excluded from the application of the procedure.
The Board of Directors also reached the following decisions, among others, with regard to the interested parties
involved in each individual transaction, where possible each time that: (i) the Human Resources Committee was to be