GOVERNANCE AND ETHICS

The corporate governance system adopted by Moncler S.p.A. (Moncler) 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 stakeholders in accordance with the best principles of social responsibility applicable in all countries in which the Company operates.
Moncler has adopted a traditional model of corporate governance built in accordance with the laws and regulations and the recommendations of the Corporate Governance Code for Listed Companies approved by the Corporate Governance Committee of Borsa Italiana S.p.A. (the “Corporate Governance Code”) – to which Moncler adheres – and is based on four pillars:

• the central role of governing and control bodies
• the effectiveness and transparency of management decisions
• the careful and informed monitoring of transactions with related parties and the handling of privileged information
• the set of values identified, recognised and shared that are established in the Code of Ethics and company policies.

Moncler has adopted the traditional management and control system as per the Articles 2380-bis et seq. of the Italian Civil Code, within which the Board of Directors is entrusted with management of the company and the Board of Statutory Auditors with control and supervisory functions.

The governance system ensures constant dialogue between management and shareholders, as follows:

• the Shareholders’ Meeting is a body with exclusively deliberative functions whose powers are limited by law to the most important decisions of corporate life

• the Board of Directors (BoD) plays a central role in guiding and managing 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 issues. The Board also plays a central role in the process of approving company strategies with regard to environmental issues, including climate change, and social issues. The Nomination and Remuneration Committee and the Control, Risks and Sustainability Committee both with advisory and consulting functions in accordance with the recommendations of the Corporate Governance Code, in addition to the Related Parties Committee, were set up within the Board of Directors, in accordance with applicable laws and regulations and the procedure adopted by the Company

• the Board of Statutory Auditors monitors, inter alia, (i) compliance with the law and the Bylaws and compliance with the principles of proper management; (ii) to the extent of its competence, the adequacy of the Company’s organisational structure, the internal control system and the administrative and accounting system, as well as the reliability of that system in properly representing management operations; (iii) the procedures for the actual implementation of the corporate governance rules established by codes of conduct to which the Company adheres; and (iv) the effectiveness of the internal audit and risk management system, the auditing of accounts and the independence of the statutory auditor

• the audit firm carry out the statutory audit of the accounts. It is appointed, in accordance with the deed of incorporation, by the Shareholders’ Meeting on the proposal of the Board of Statutory Auditors. The external auditor conducts its business independently and autonomously and is therefore not a representative of either the majority or minority shareholders. The statutory audit of the accounts for the period 2022-2030 was entrusted to Deloitte & Touche S.p.A..
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.
At 31 December 2022, the Moncler Board of Directors was composed of 12 members. In terms of power assigned, three were executive directors and nine were non-executive directors (seven of whom are independent).
Moncler believes that a Board of Directors 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. The Board of Directors and the Board of Statutory Auditors, aware of the importance and value of different experiences and skills for the proper functioning of the corporate bodies, adopted the Diversity Policy, which describes the characteristics considered optimal for the composition of the bodies, with the aim of integrating different professional profiles in terms of gender, ethnicity, age groups and seniority. In 2022 the Policy was reviewed and updated, also taking into account the results of the Board’s self-assessment process (Board Review) compared to 2021. See also Moncler’s Report on Corporate Governance for 2022 and Diversity Policy.
In 2022 the average attendance of the Board of Directors meetings was around 94%.