Annual Review 2012 - Luxottica

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ANNUAL REPORT 2012
Board of Statutory Auditors
Report
Certification
of the
consolidated
financial
statements,
pursuant to
Article 154-bis
of the Legislative
Decree 58/98
Dear Shareholders,
The Board of Statutory Auditors currently in office for the duration of three fiscal years,
until the approval of the financial statement as of December 31, 2014 is composed of
Francesco Vella (Chairman), Alberto Giussani and Barbara Tadolini, statutory auditors, who
were all appointed at the meeting of April 27, 2012 and two substitute auditors - Giorgio
Silva and Fabrizio Riccardo Di Giusto.
Until April 27, 2012 the Borad of Statutory Auditors was composed of Francesco Vella
(Chairman), Alberto Giussani and Enrico Cervellera, statutory auditors, and two substitute
auditors – Giorgio Silva and Alfredo Macchiati.
During the 2012 fiscal year we performed our supervisory activities expected by law and
in accordance with the Board of Statutory Auditors Code of Conduct, recommended
by the Italian National Board of Chartered Accountants (Consigli Nazionali dei Dottori
Commercialisti e degli Esperti contabili).
With regard to the activities performed during the fiscal year, and in compliance with
the instructions provided by CONSOB through the announcement of 6 April 2001 and
subsequent amendments and supplements, we hereby report the following:
a) We verified the respect and compliance with the law, the deed of incorporation and
the company bylaws.
b) We obtained punctual information from the Directors on the activities and the most
relevant economic and financial transactions decided and undertaken during the fiscal
year, also through subsidiary companies. In particular, we mention the following:
1) On January 20, 2012, the Company completed the acquisition of share capital of
the Brazilian entity Tecnol – Tecnica Nacional de Oculos Ltda(“Tecnol”). The total
consideration paid was approximately BRL 181.8 million (approximately Euro 72.5
million), of which BRL 143.4 million (approximately Euro 57.2 million) was paid in
January 2012 and BRL 38.4 million (approximately Euro 15.3 million) was paid in
October 2012. Additionally the Company assumed Tecnol’s net debt amounting to
approximately Euro 30.3 million.
2) On January 24, 2012, the Board of Directors of Luxottica Group S.p.A. approved the
reorganization of the retail business in Australia. As a result of the reorganization,
the Company closed approximately 10 percent of its Australian and New Zealand
stores, redirecting resources into its market leading OPSM brand.