Annual Review 2012 - Luxottica

REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE
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• formulation of guidelines on the composition, operation and role of the board of
directors of the subsidiary companies as well as on the assignment of management
responsibilities in the subsidiary companies, consistent with those adopted by the
parent company.
The corporate governance system of the parent company, applicable to all the companies
belonging to Luxottica Group, is based on five key principles:
1) defined, acknowledged and shared values, which are set out in the Code of Ethics;
2) the central role of the Board of Directors;
3) the effectiveness and transparency of management decisions;
4) the adoption of an adequate internal control system; and
5) the adoption of proper and transparent rules regarding transactions carried out by
related parties and the processing of confidential information.
The system is established in compliance with the provisions of Borsa Italiana, CONSOB,
the SEC and the New York Stock Exchange (“NYSE”), according to the highest standards
of corporate governance.
The values established in the Code of Ethics of Luxottica Group bind all employees to
ensure that the activities of the Group are performed in compliance with applicable law,
in the context of fair competition, with honesty, integrity and fairness, respecting the
legitimate interests of stockholders, employees, clients, suppliers, business and financial
partners, as well as of the societies of the countries in which Luxottica Group operates.
II. STRUCTURE OF LUXOTTICA GROUP S.P.A. AND INFORMATION ON THE OWNERSHIP
STRUCTURE PURSUANT TO Article 123-BIS OF ITALIAN CONSOLIDATED FINANCIAL
LAW
The Luxottica governance system - based on a traditional management and control system
- is characterized by the presence of:
• a Board of Directors, responsible for the management of the Company;
• a Board of Statutory Auditors, responsible for supervising: (i) compliance with
applicable law and with the Company’s by-laws; (ii) compliance with the principles of
correct administration; (iii) the adequacy of the organizational structure, the internal
control system and the accounting management system, as well as its reliability to
correctly report the affairs of the Company; (iv) the procedures to implement the
corporate governance rules provided for by the codes of conduct compiled by
organizations managing regulated markets or by trade associations, with which the
Company declares to comply by making a public announcement; (v) the adequacy
of the regulations given by the Company to the subsidiary companies pursuant to
article 114, paragraph 2 of the Italian Legislative Decree no. 58/1998 (“Italian
Consolidated Financial Law”); and (vi) according to the provisions of Italian Legislative
Decree no. 39/2010, the process of financial information, the effectiveness of the
internal auditing and management risk system, the auditing of accounts and the
independence of the statutory auditor. The Luxottica Group Board of Statutory
Auditors also acts as the Audit Committee pursuant to SOX;
• the Stockholders’ meeting, which has the power to vote - both in ordinary and
extraordinary meetings - among other things, upon (i) the appointment and removal of