GOVERNANCE AND ETHICS

The corporate governance system adopted by Moncler S.p.A. (Moncler or the Company) plays a central role in the clear, responsible conduct of the operations of the Moncler Group (the Group), contributing significantly to the creation of sustainable medium-to-long term value both for shareholders and for all stakeholders in accordance with the best principles of social responsibility applicable in all countries in which the Company operates.
This system is built in accordance with the recommendations of the Corporate Governance Code approved by the Corporate Governance Committee of Borsa Italiana S.p.A. (the “Code”), to which Moncler adheres, as well as the laws and regulations governing listed companies and is based on four pillars:
• the central role of governing and control bodies;
• the transparency of management decisions;
• the careful and informed monitoring of transactions with related parties and the handling of privileged information;
• compliance with the values established in the Code of Ethics and company policies, along with the effectiveness and efficiency of the Internal Control and Risk Management System (ICRMS).

Moncler has adopted the traditional governance and control system, consisting of two corporate bodies appointed by the Shareholders’ Meeting, the body that expresses the will of the Shareholders through its resolutions:
• the Board of Directors¹ (currently composed of 12 members, including three Executive and nine non-Executive members, seven of whom are independent) plays a central role in the guidance and management of the Company and the Group.
In addition to the powers assigned to it by

law and the Bylaws, the Board has exclusive responsibility for the most important decisions from an economic and strategic point of view, as well as for those functional to the monitoring and guidance of the business, including with regard to sustainability topics. The Board also plays a central role in the process of approving company strategies with regard to environmental topics, including climate change, and social topics;
• the Board of Statutory Auditors monitors, inter alia, compliance with the law and the By-laws, as well as compliance with the principles of proper management.
The Board, taking into account the recommendations set out in the Corporate Governance Code, has set up three internal Board Committees with propositional, advisory and oversight functions: the Nomination and Remuneration Committee and the Control, Risks and Sustainability Committee, as well as the Related Parties Committee.

The statutory audit of the accounts is carried out by Deloitte & Touche S.p.A., an auditing firm included in the relevant register, to which the Ordinary Shareholders’ Meeting, held on 22 April 2021, awarded a mandate for the nine-year period 2022-2030, following a selection process coordinated by the Board of Statutory Auditors.

Within the ICRMS adopted by Moncler, a Supervisory Body has been set up with three members, two of whom are external, including the Chairman, tasked with monitoring the effectiveness and adequacy of Moncler’s internal mechanisms and controls and the organisational and management model adopted by the Company pursuant to Legislative Decree 231/2001.
In addition to the Supervisory Body,

Important roles within the Internal Control and Risk Management System (ICRMS) is also played by the Compliance function (which operates as a second-level control function) and the Internal Audit function (which operates as a third-level control function), the Director in charge for the ICRMS, the Control, Risks and Sustainability Committee and the Board of Statutory Auditors.
The Chairman and Chief Executive Officer, Remo Ruffini, is assisted by an internal Strategic Committee with an advisory role in formulating the Group’s strategies, ensuring the consistency and spread of the Moncler’s core values. The areas of competence of the Strategic Committee include the review of the Business Plan and of the Sustainability Plan as well as the revision of all strategic decisions, including, but not limited to those relating to the development of the distribution network, marketing plans, investments, entry into new markets and environmental and social initiatives.

Moncler believes that having company bodies composed of members with diverse skills, professional experience, and cultural heritage can offer the opportunity to take the best decisions for a Group operating in an international context. Moncler, aware of the importance and value of different experiences and skills for the proper functioning of the corporate bodies, adopted the Diversity Policy, updated most recently in 2022, which describes the characteristics considered optimal for the composition of the Board of Directors and Board of Statutory Auditors, with the aim of integrating different professional profiles in terms of gender, ethnicity, age groups and seniority.