LensCrafters 2015 Annual Report Download - page 80

Report on corporate governance and ownership structure as of December 31, 2015 Page 40 of 45
SECTION III – SUMMARY OF THE MOST RELEVANT CORPORATE EVENTS SUBSEQUENT TO THE
CLOSING OF FISCAL YEAR 2015
Below is a summary of the most significant events that occurred after the closing of fiscal year 2015 up to the date of
this Report. The most significant events have been described in the paragraphs above.
After December 31, 2015 the Board of Directors of the Company:
a) approved the annual report concerning the organizational and accounting corporate structure of Luxottica
Group, in accordance with paragraph 3 of art. 2381 of the Civil Code and Principle 1.c.1. of the Code of
Conduct;
b) on the basis of the answers to a specific questionnaire, assessed the size, composition and performance of the
Board itself and of the Committees;
c) evaluated whether the requirements for independence existed, based on the information available and the
information provided by the non-executive Directors by virtue of the provisions of the Italian Consolidated
Financial Law and of the Code of Conduct, determining the Directors Brogi, Feola, Magistretti, Pierdicchi,
Salzburger, Santel, Scocchia, Veronesi and Zappia to be independent;
d) verified that the composition of the Board of Directors is compliant with the criteria established with respect to
the maximum number of positions to be held in other companies;
e) decided to allocate specific funds to be made available to the Committees, as well as to the Board of Statutory
Auditors in its capacity as Audit Committee and to the Supervisory Board in order to provide them with
adequate financial resources to perform their respective tasks;
f) evaluated the adequacy of the internal control and risk management system as described in the report in point
(a) above and by the report of the Control and Risk Committee and Internal Audit Reports;
g) reviewed the results of the Auditing activities carried out in 2015 and approved the audit plan for 2016, which
had already been shared by the Control and Risk Committee;
h) resolved to entrust the Control and Risk Committee with the supervision of sustainability questions linked to
the exercising of company activities;
i) on the proposal of the Human Resources Committee, approved the remuneration policy to be submitted to the
Meeting of Stockholders to be held on April 29, 2016, for an advisory vote.
In accordance with the provisions of the Code of Conduct, the Board of Statutory Auditors assessed the evaluation
made by the Directors on their independence and has verified compliance with the requirements for each individual
Auditor as outlined by the Code of Conduct.
Milan, March 1, 2016