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CORPORATE GOVERNANCE

The corporate governance system adopted by Moncler plays a key role in the transparent and responsible running of business operations. It contributes significantly to the creation of sustainable medium/long-term value both for shareholders and stakeholders, in keeping with the best practices of corporate social responsibility applicable in all countries in which the Company operates. The corporate governance system complies with the principles set forth in the Corporate Governance Code for Italian Listed Companies approved by Borsa Italiana S.p.A. and adopted by Moncler, and with the regulatory provisions governing Italian listed companies. It is based on four pillars:

 

• the pivotal role of administrative and control bodies;
• the effectiveness and transparency of management decisions;
• the careful and diligent monitoring of related-party transactions and handling of privileged information;
• the set of values defined, recognised, shared, and established in both the Code of Ethics and company policies.

 

Based on the values set out in Moncler’s Code of Ethics, all employees are committed to ensuring that the Company’s activities are carried out in compliance with legal and regulatory provisions and the internal procedures adopted by the Group, and with principles of fair competition, honesty, integrity, and fairness, while respecting the legitimate interests of shareholders, employees, clients, suppliers, commercial and financial partners, and of the communities of the countries where the Moncler Group is present.

Secondly, Moncler has developed and adopted an anti-corruption model and related Policy, which applies to all Group companies.

Moncler implements a traditional administration and control system as per articles 2380-bis et seq. of the Italian Civil Code, as part of which the Board of Directors is entrusted with corporate management and the Board of Statutory Auditors with control and supervisory functions.

The Moncler governance system ensures continuous dialogue between management and shareholders as follows:

• the Shareholders’ Meeting is a body with exclusively resolving functions, whose remit is limited by law to the most important decisions affecting the Company;

 

• the Board of Directors (BoD) plays a central role in guiding and managing the Company and the Group. In addition to its powers assigned as per the law and By-laws, the Board of Directors has exclusive competence over the most important economic and strategic decisions, and over resolutions that are instrumental in monitoring and steering the Group’s business. Three Board Committees have been established: the Nomination and Remuneration Committee and the Control, Risks, and Sustainability Committee, both vested with consulting and advisory functions, and the Related Parties Committee; 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 adheres to; and (iv) the effectiveness of the internal audit and risk management system, the auditing of the accounts, and the autonomy of the external auditor;

 

• the Board of Statutory Auditors oversees, inter alia, (i) compliance with the law and By-laws, as well as observance of the principles of proper management; (ii) to the extent of its competence, the adequacy of the Company’s organisational structure, internal control system, • the audit firm is responsible for the statutory auditing of the accounts. It is appointed by the Shareholders’ Meeting and in accordance with the By-laws, upon proposal of the Board of Statutory Auditors. The external auditor operates independently and autonomously and therefore does not represent either the minority or majority of shareholders.

Moreover, the Internal Control and Risk Management System (ICRMS) adopted by Moncler is supported by a Supervisory Body, a collegial body of three members reporting directly to the Board of Directors, tasked with ensuring that Company rules, mechanisms, and internal controls are in line with Legislative Decree 231/2001 as amended. The control figures include the Head of the Internal Audit division (third-level control), the Head of the Group Compliance division (second-level control) and the Director in charge of the ICRMS itself. The Chairman and Chief Executive Officer, Remo Ruffini, is also assisted in the definition and implementation of Group strategy by a Strategic Committee, which has advisory functions and bridges the main areas of the Group, ensuring consistency and the sharing of Moncler’s guiding values.

At 31 December 2019, Moncler’s Board of Directors, including the Chairman, consisted of eleven members, of whom seven were independent. With regard to the powers assigned within the Board, there were three Executive and eight Non-Executive Directors (seven of whom were independent). Moncler believes that a Board of Directors made up of members of different ethnicity, gender and age, and with diverse skills, professional experience, and cultural backgrounds, can enable an international company such as the Group to make the best decisions possible as defined in the Group’s Diversity Policy. See also Moncler’s Report on Corporate Governance and Ownership Structure for 2019.

In 2019, average attendance at Board meetings was 95.5%.

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