Annual Review 2012 - Luxottica

REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE
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Below is a summary of the most significant events that occurred after the closing of fiscal
year 2012 up to the date of this Report. The most significant events have already been
described in the paragraphs above.
After closing the 2012 fiscal year, the Board of Directors:
(a) approved the annual report concerning the organizational and accounting corporate
structure of Luxottica Group, identifying strategically important subsidiaries;
(b) on the basis of the answers to a specific questionnaire, assessed the size, composition
and performance of the Board itself and of the Committee in compliance with
Application Criteria 1.C.1. (g) acknowledging the adequacy of the composition of the
Board, of the Committee and their respective performances;
(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 Roger Abravanel, Mario Cattaneo, Claudio Costamagna,
Elisabetta Magistretti, Marco Mangiagalli, Anna Puccio and Marco Reboa to be
independent directors;
(d) verified that the present composition of the Board of Directors is compliant with the
criteria established with respect to the maximum number of posts 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 in compliance with Application Criteria 7.C.1. (b);
(g) approved the audit plan for 2013, which had already been approved by the Control
and Risk Committee;
(h) on the proposal of the Human Resources Committee, approved the remuneration
policy.
SECTION III -
SUMMARY OF THE
MOST RELEVANT
CORPORATE EVENTS
SUBSEQUENT TO
THE CLOSING OF
FISCAL YEAR 2012
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, February 28, 2013