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CORPORATE GOVERNANCE

Moncler’s corporate governance system 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 for shareholders and other stakeholders, in keeping with the best practices of corporate social responsibility applicable in all countries in which Moncler operates.
The corporate governance system complies with the principles set forth in Borsa Italiana S.p.A.’s Corporate Governance Code and with the legislation and regulations 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 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 laws, regulations, and the Group’s internal procedures 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 the communities of the countries where the Moncler Group is present.

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

Moncler has implemented a traditional administration and control system as per articles 2380-bis and following of the Italian Civil Code, under 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 Bylaws, 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 as recommended by the Corporate Governance Code, and the Related Parties Committee, consistently with laws and regulations and Moncler’s internal procedure;

• 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 responsibilities, the adequacy of the Company’s organizational structure, internal control system, and administrative accounting system, as well as the reliability and accuracy of the latter in representing management operations; (iii) the practical application of the corporate governance rules provided by the codes of conduct endorsed by the company; 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 audit firm is responsible for the statutory auditing of the accounts. It is appointed by the Shareholders’ Meeting and in accordance with the Bylaws, 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. ​The statutory audit for the nine-year period 2022- 2030 is entrusted to the auditing firm Deloitte&Touche S.p.A.
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 the effectiveness and adequacy of the Company’s mechanisms and internal controls and of its corporate liability model pursuant to Legislative Decree 231/2001 (“Model 231”).

In addition to the Supervisory Board, an important role within Internal Control and Risk Management System is played by, among others, the Compliance Function (which operates as a II level control function) as well as the Internal Audit Function (which operates as a III level control function), the Director in charge of Internal Control and Risk Management System, the Control, Risk and Sustainability Committee and the Board of Statutory Auditors.

​The Chairman and Managing Director Remo Ruffini is assisted by a Strategic Committee. The Strategic Committee assists the Chairman and Managing Director in an advisory capacity, supporting him on a continuous basis in the definition and implementation of strategies and carrying out the task of linking the main strategic areas of the Company and the Group and obtaining their agreement, ensuring consistency and agreement with Moncler’s founding values, namely uniqueness, exclusivity, transversality, quality and innovation. The Strategic Committee’s functions include the review of the Business Plan and the Sustainability Plan and all strategic decisions including, but not limited to, the ones related to the development of the distribution network, marketing plans, investments, entry into new markets and environmental and social initiatives.

​The Board currently in office was appointed by the Shareholders’ Meeting on 21 April 2022 and consists of 12 members, 7 of whom are independent, with an average tenure of 7 years. With reference to the delegation of powers: 3 are the Directors with proxies (Executive Directors) and 8 are Non-Executive Directors (of which 7 are independent).

In 2020, average attendance at Board meetings was 94%.