Annual Review 2012 - Luxottica

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ANNUAL REPORT 2012
manifestly imprudent, high risky, in potential conflict of interest or able to compromise
the integrity of the Company assets. From the information disclosed during the Board
of Directors’ meetings, it appears that the Directors did not undertake any transactions
that create potential conflict of interest with the Company;
c) We investigated and verified, to the extent of our responsibility, that the organizational
structure of the company was adequate, that the principles of fair management were
respected and that the instructions given by the Company to its subsidiaries were
coherent with article 114, paragraph 2 of Italian Legislative Decree 58/1998. These
tasks were executed thanks to the information collected from the competent functional
managers and from meetings with the Audit Company, according to a reciprocal
exchange of the significant facts and figures. No significant issues concerning the
main subsidiaries emerged from the assessment of the annual reports, annexed to the
financial statements and issued by the Boards of Statutory Auditors (where they exist),
and from the information sharing with the latter.
d) We assessed and verified the adequacy of the internal control system and the
administration and accounting system as well as the reliability of the latter to fairly
represent operating events. This was achieved through:
i) the review of reports issued by the manager responsible for the preparation of the
Company’s accounting records according to the provisions stated in article 154-bis
of Italian Legislative Decree 58/98;
ii) the review of the internal audit reports, as well as the disclosures on the outcome
of monitoring activities to check the fulfillment of the corrective actions identified
by the audit activity;
iii) the review of company documents and the results of the work done by the Audit
Company, taking into consideration also the activities performed by the latter in
accordance with US Law (Sarbanes Oxley Act);
iv) participating to the Control and Risk Committee’s activities and, when it was
deemed necessary, dealing with the issues together with the Committee;
v) the meetings with the Chief Risk Compliance Officer.
From the performed activities, no anomalies arose to be considered as a sign of
significant inadequacy of the Internal Control System.
e) We looked over and gathered information on the management activities and
procedures implemented in accordance with Italian Legislative Decree 231/2001
regarding the administrative responsibilities of Bodies for the violations mentioned in
the aforesaid regulations. The Supervisory Body, set up by the Board of Directors in the
meeting of October 27, 2005, and renewed in the meeting of April 27, 2012, reported
on the activities developed during the 2012 fiscal year;
f) We supervised the actual implementation models of the Code of Conduct promoted
by Borsa Italiana S.p.A. and adopted by Luxottica Group S.p.A., in accordance with