Annual Review 2012 - Luxottica

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ANNUAL REPORT 2012
The Board of Directors, as authorized by article 23 of the by-laws, amended articles 17 and 27.
The text of the by-laws is available on the website www.luxottica.com in the Governance/
By-laws section.
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 finally updated by the Board itself during the
meeting of July 31, 2008.
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/Values and Ethics
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 new provisions of CONSOB
regulation 17221/2010.
The procedure, which was approved by the former Internal Control Committee (composed
exclusively of independent Directors), became applicable at the beginning of January 1, 2011.
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 2.5 million or, with
regard to the remuneration of a member of a management or control body or managers