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This system comprises the rules, procedures and organisational structures that are intended, through an appropriate process of identification, measurement, management and monitoring of the main risks, to allow the company to operate in a healthy, proper and consistent manner with pre-established objectives. An effective Internal Control and Risk Management System contributes towards ensuring the protection of the company’s assets, the efficiency and effectiveness of its business operations, the reliability of its financial information, and respect for legislation and regulations.
The key components of the Internal Control and Risk Management System are:
• The Board of Directors
• The Director with mandate for the Internal Control and Risk Management System (S. Buongiovanni)
• The Control, Risks and Sustainability Committee
• The Board of Statutory Auditors
• The Audit Firm
• The Manager in charge of preparing corporate accounting documents (Luciano Santel)
• The Group Internal Audit Manager
• The Supervisory Body
This Department was established by a resolution of the Board of Directors on 31 October 2013 and became effective with the launch of the company’s ordinary shares on the MTA on 16/12/2014. The Head of Internal Audit is not responsible for any operational area and is subordinate to the Board of Directors of Moncler S.p.A. He is responsible for ensuring the operation and suitability of the Internal Control and Risk Management System of the Issuing company, Moncler S.p.A., and the Moncler Group, supporting the Board of Directors, the corporate bodies tasked with control and supervision and, more generally, the Management.
For this purpose, the Internal Audit Department provides independent and objective assurance and consultancy intended to improve business operations by means of a systematic, professional approach directed at creating added value and through the assessment and development of internal control, risk management and governance processes.
The Supervisory Body for Moncler S.p.A. was established by the Board of Directors on 28 March 2014, and its mandate was renewed on 10 May 2016. The body consists of 3 members:
– External Consultant and President: Lorenzo Mauro Banfi
– External Consultant: Carlo Alberto Marchi
– Member and Head of Internal Audit: Riccardo Greghi
The Supervisory Body is tasked with monitoring the adequacy and effectiveness of the Organisation, Management and Control Model adopted, with the aim of supervising the areas of risk identified pursuant to Legislative Decree 231/01 on the administrative responsibility of companies.
To ensure compliance with Legislative Decree 231/01, the Company has performed (and periodically updates) an analysis of the business environment, including an identification of offences covered by the Decree as deemed attributable to the Company, an analysis of the areas of activity which present potential risk profiles in relation to the offences identified, an analysis of the adequacy of its organisational and process-control measures, and an assessment of the business procedures which have been adopted for prevention of such offences.
With reference to the areas identified in the model as potentially “at risk”, under the mandate of the Oversight Committee, Moncler’s Internal Audit Department periodically performs checks to ascertain compliance with the controls stipulated by the model as well as by the various business procedures. These areas of the business are also monitored every six months by the Oversight Committee through the receipt and analysis of specific information from the responsible departments of the Company. This has the purpose of identifying significant events which could affect the areas at risk of violation, or rather to monitor how these areas are safeguarded by the business in terms of organisation, procedures, and internal controls.
The Oversight Committee reports to the Board of Directors at least once every six months in regards to the activities performed.
*Carlo Alberto Marchi, on 12 May 2015, was appointed as a member of the Oversight Committee by the Board of Directors of Moncler S.p.A.
Moncler has structured whistleblowing rules in order to guarantee a definite and confidential instrument for the signalling of potential behaviours not in allignment with the ethic rules, Moncler’s principles or applicable rules and regolamentations. The whistleblowers may be internal or external subjects to the Group and may remain anonymous.