Annual Review 2012 - Luxottica

REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE
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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 - composed of non-executive directors, the
majority being independent - were to be involved and consulted regarding transactions
for the remuneration and economic benefits of the members of the management and
control bodies and managers in strategic roles and (ii) the Control and Risk Committee
(formerly the Internal Control Committee) was to be involved in and consulted about other
transactions with related parties.
Further information on the application of the procedure with regard to remuneration
and assignment of benefits to the members of the management and control bodies and
managers in strategic roles are stated in the remuneration report.
The procedure is available on the website www.luxottica.com, in the Governance/
Procedures section.
Internal Dealing Procedure
On March 27, 2006, in order to implement internal dealing regulatory changes, as set forth
in article 114, seventh paragraph, of the Italian Consolidated Financial Law and articles
152-sexies et seq. of the Regulations for Issuers, the Board of Directors approved the
Internal Dealing Procedure. This Procedure was last updated on February 14, 2012.
The Internal Dealing Procedure regulates in detail the behavioral and disclosure
obligations relating to transactions in Luxottica shares or American Depositary Receipts
(ADRs) completed by so-called “relevant parties”.
The relevant parties - namely directors, auditors of the Company and seven managers
with strategic functions (pursuant to article 152-sexies letter c2 of the Regulations for
Issuers) - inform the Company, CONSOB and the public about any transactions involving
the purchase, sale, subscription or exchange of Luxottica shares or financial instruments
connected to them. Transactions with an overall value of less than Euro 5,000 at the end of
the year and, subsequently, the transactions that do not reach a total equivalent value of a
further Euro 5,000 by the end of the year do not need to be reported.
The procedure provides for black-out periods during which the interested parties are not
allowed to trade any Luxottica securities.
The procedure is available on the website www.luxottica.com, in the Governance/
Procedures section.
Procedure for the Processing of Confidential Information
On March 27, 2006, in compliance with articles 114, 115-bis of the Italian Consolidated
Financial Law and of articles 152-bis et seq. of the Regulations for Issuers, as well as