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The corporate governance system adopted by Moncler plays a key role in the transparent and responsible running of business operations, contributing significantly to the creation of sustainable medium and long-term value. The system complies with the principles set forth in the Corporate Governance Code for Italian Listed Companies issued by Borsa Italiana and adopted by Moncler.
Moncler implements a traditional administration and control system, which ensures continuous dialogue between management and shareholders as follows:
• the Board of Directors manages the Company and defines Group guidelines
• the Board of Statutory Auditors oversees, inter alia, (I) compliance with the law and bylaws, as well as observance of the principles of proper management; (II) to the extent of its competence, the suitability of the Company’s organisational structure, internal control system, and administrative accounting system, as well as the reliability and accuracy of the latter in representing management operations;
(III) the procedures adopted by the Company to effectively implement the corporate governance rules set out in the codes of conduct that it has publicly claimed to adopt; (IV) the effectiveness of the internal audit and risk management system, the auditing of accounts, and the autonomy of the external auditor;
• the Shareholders’ Meeting, in ordinary or extraordinary sessions, is responsible for resolutions regarding, inter alia, (I) the appointment and removal of members of the Board of Directors and Board of Statutory Auditors, as well as their remuneration; (II) the approval of the finan- cial statements and allocation of profits; (III) amendments to the bylaws; (IV) the appointment of the external audi- tor, upon motivated proposal of the Board of Statutory Auditors; (V) incentive plans
• the external audit firm carries out the statutory auditing of accounts. It is appointed by the Shareholders’ Meeting and in accordance with the bylaws. As per the Civil Code, the external auditor operates independently and autonomously and therefore does not represent either the minority or majority of shareholders.
As at December 31, 2016, Moncler’s Board of Directors consisted of 11 members, including the Chairman. The percentage of independent Directors was increased during the year compared to the total number of Directors (in absolute terms, 6 out of 11 directors), as required by the Corporate Governance Code for Italian Listed Companies issued by Borsa Italiana. With regard to the powers and authority of the Board Directors, there are 3 executive and 8 non-executive Directors.
Two Committees were established to support the Board of Directors, vested with consulting and advisory functions: the Control, Risks, and Sustainability Committee and the Nomination and Remuneration Committee.
The Chairman and Chief Executive Officer, Remo Ruffini, is also assisted in the definition and implementation of Group strategy by a Strategic Committee, which is tasked with advisory functions and bridges the main areas of the Group, ensuring consistency and the sharing of Moncler’s guiding values. In 2016, the average attendance at Board meetings was 88%.