Annual Review 2012 - Luxottica

REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE
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The Board of Statutory Auditors confirmed the correct application of the criteria used by
the Board of Directors to assess the independence of the Directors.
Following its appointment the Board of Statutory Auditors assessed the compliance of its
members with the requirements of independence.
The Board of Statutory Auditors was identified by the Board of Directors as the suitable
body to act as Audit Committee as provided for by the Sarbanes-Oxley Act, and SEC
and NYSE rules and regulations. Furthermore, in accordance with Italian law, it acts as a
Committee for Internal Control and Auditing.
Consequently, the Board of Statutory Auditors:
• examines the reports of the Chief Executive Officer and Chief Financial Officer on any
significant point of weakness in the planning or in the performance of internal controls
which is reasonably capable of negatively affecting the capacity to record, process,
summarize and disclose financial information and the shortcomings identified through
the internal controls (Section 404 “Internal Controls over financial reporting”);
• examines the reports by the Chief Executive Officer and Chief Financial Officer on any
fraud involving management or related officers in the context of the internal control system;
• evaluates the proposals of the auditing companies for the appointment as external
auditor and submits a proposal on the appointment or revocation of the auditing
company to the Stockholders’ meeting;
• supervises the activities of the external auditors and their supply of consulting services,
other auditing services or certificates;
• reviews periodic reports of the external auditors on: (a) the critical accounting criteria
and practices to be used; (b) the alternative accounting processes generally accepted,
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 (c) any other relevant written communication
between the external auditors and management;
• makes recommendations to the Board of Directors on the settlement of disputes
between management and the external auditors regarding financial reporting;
• approves the procedures concerning: (i) the receipt, the archiving and the treatment
of reports received by the Company on accounting matters, internal control matters
related to the accounts and audit-related matters; (ii) the confidential and anonymous
reporting on questionable accounting or auditing matters;
• 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;
• 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.
In accordance with U.S. regulations, Alberto Giussani was appointed Audit Committee
Financial Expert by the Board of Directors on April 27, 2012.
The Board of Statutory Auditors has been granted the appropriate skills and resources to
perform the above-mentioned duties.