Luxottica Group, S.p.A. (LUX)

HUMAN RESOURCES COMMITTEE

Human Resources Committee

        On 27^th October 2004, the Board of Directors set up a Human Resources Committee comprising five of its members, the majority of whom are non-executive directors (Messrs. Leonardo Del Vecchio, Sabina Grossi, Andrea Guerra, Gianni Mion and Lucio Rondelli). The Human Resources Committee has an investigative, advisory and proposal-making function which includes:

•

recommending the aggregate fees payable to the Directors as well as the remuneration criteria for top management throughout the entire Group;

•

reviewing employee incentive schemes for the Group; and

•

recommending the management structure and authority levels for the more significant subsidiaries.

III.    THE INTERNAL CONTROL SYSTEM

        The internal control system is embodied in a set of procedures which apply to all activities. The relevant procedures are set out in formal manuals that are updated and circulated within the Group.

        The Board of Directors assesses and determines the internal control system by taking account of the views and reports made by those individuals, departments and committees tasked with ensuring that the organizational, administrative and accounting structure is appropriate to the Group's nature and size. This process is in compliance with the provisions of Art. 2381 of the Italian civil code.

        To this end, the Board consults the Internal Control Committee as well as the Director of Internal Audit and the Internal Auditing Department. When established, it will also consult the "Supervisory Body" which is being set up based in accordance with the organizational model set out in Act No. 231/2001.

        The supervisory and control duties reserved to the Board of Statutory Auditors at law remain unprejudiced, as does the requirement of Italian law that an external auditing company must be appointed to audit the Group's accounts.

Human Resources Committee

        On 27^th October 2004, the Board of Directors set up a Human Resources Committee comprising five of its members, the majority of whom are non-executive directors (Messrs. Leonardo Del Vecchio, Sabina Grossi, Andrea Guerra, Gianni Mion and Lucio Rondelli). The Human Resources Committee has an investigative, advisory and proposal-making function which includes:

•

recommending the aggregate fees payable to the Directors as well as the remuneration criteria for top management throughout the entire Group;

•

reviewing employee incentive schemes for the Group; and

•

recommending the management structure and authority levels for the more significant subsidiaries.

III.    THE INTERNAL CONTROL SYSTEM

        The internal control system is embodied in a set of procedures which apply to all activities. The relevant procedures are set out in formal manuals that are updated and circulated within the Group.

        The Board of Directors assesses and determines the internal control system by taking account of the views and reports made by those individuals, departments and committees tasked with ensuring that the organizational, administrative and accounting structure is appropriate to the Group's nature and size. This process is in compliance with the provisions of Art. 2381 of the Italian civil code.

        To this end, the Board consults the Internal Control Committee as well as the Director of Internal Audit and the Internal Auditing Department. When established, it will also consult the "Supervisory Body" which is being set up based in accordance with the organizational model set out in Act No. 231/2001.

        The supervisory and control duties reserved to the Board of Statutory Auditors at law remain unprejudiced, as does the requirement of Italian law that an external auditing company must be appointed to audit the Group's accounts.