Internal Control Committee

On April 29, 2009, the Board of Directors appointed the following individuals to be members of the Internal Control Committee, each of whom is a non-executive, independent director: Mr. Mario Cattaneo, (Chairman), Mr. Marco Reboa and Mr. Marco Mangiagalli.
Each of them has a strong background and significant experience in accounting and finance. On July 28, 2009, the Board of Directors authorized, as proposed by the Chairman of the Internal Control Committee, an increase in the number of members of said committee to four, from three. Ivanhoe Lo Bello, a non-executive and independent Luxottica Group Board member, has been appointed to this additional seat.

The Internal Control Committee is responsible for performing investigations, providing advice and submitting proposals to the Board of Directors.
In particular, it performs the following activities:

• assists the Board of Directors in the execution of its internal controls tasks and mandates;
• evaluates the planned initiatives and projects of the Internal Control Officer (ICO);
• reviews and assesses the regular reports issued by the ICO;
• assesses, together with the manager responsible for the preparation of the Company’s accounting records and the managers and the auditors, the proper use and application of accounting principles;
• assesses the results of the activities performed by the Internal Auditing function;
• monitors the effectiveness of the auditing process;
• expresses opinions concerning the identification of corporate risks as well as the planning, implementation and management of the internal control system.

Specific auditing responsibility pursuant to the Sarbanes-Oxley Act is assigned to the Board of Statutory Auditors which the Board of Directors has designated as “Audit Committee” within the meaning of the Sarbanes-Oxley Act.
The Committee meets when the Chairman deems it appropriate or when requested by another committee member and, usually, prior to the Board of Directors meetings called for the approval of the year-end financial statements, the half-year report and the quarterly reports.
When the Committee deems it appropriate in order to review certain agenda items in more detail, directors and Senior Executives of the Company and of Luxottica Group are invited to take part in the relevant part of such meetings.
During fiscal year 2008 the Committee held five meetings during which, among others, it:

• evaluated financial risks for the Company;
• assessed management criteria for transactions in derivative instruments;
• examined the semi-annual reports of the Supervisory Body created pursuant to legislative decree 231/2001 and the Guarantor of the Code of Ethics;
• reviewed the quarterly reports of the Internal Control Officer;
• reviewed the proposal for updating the Organisation Model pursuant to Legislative Decree 231/2001; and
• approved the audit plan and any amendment proposed during the year.

The Committee meetings, attended by the Chairman of the Board of Statutory Auditors, or by an Auditor appointed by the Chairman, are recorded in the Committee meeting minutes.
The Internal Control Committee reports to the Board at least every six months on the activities it performs.
The Committee has access to Company information and personnel necessary for the performance of its mandate in addition to being able to work with external consultants. On February 17, 2009, the Board of Directors resolved to allocate EUR 50,000 to the Committee in order to provide it with adequate financial resources to perform its mandate independently during fiscal year 2009. A similar decision was taken for fiscal year 2008.
 

Meeting attendance during 2008

_________________________
NOTE
* Percentage of attendance at the meetings held in 2008.