GOVERNANCE MODEL

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.
The Code of Ethics and corporate policies are one of the pillars of the Moncler Group’s corporate governance system and govern the decisions and the conduct of the Moncler and Stone Island brands and of their employees towards their stakeholders.
The Codes of Ethics currently adopted by Moncler and Stone Island encompass the set of values that both Brands recognise, share and promote, in the knowledge that conduct inspired by the principles of diligence, honesty and loyalty is an important driver of economic and social development. Employees and partners are required to act with honesty, passion and integrity and to build relationships with stakeholders based on mutual trust, so that growth is guided by the principle of shared value.
The Codes are periodically updated in order to align them with the international best practices and to integrate them with emerging sustainability issues. Both Codes are inspired by the main existing national and international regulations on corporate social responsibility, corporate governance, human rights and the environment, such as the United Nations Universal Declaration of Human Rights, the Charter of Fundamental Rights of the European Union, the decent work standards set out in the ILO (International Labour Organisation) conventions and the OECD (Organisation for Economic Cooperation and Development) Guidelines for Multinational Enterprises. The Codes of Ethics evoke the key principles set out both in the Supplier Code of Conduct and Group’s policies, including the Anti-Corruption Policy, Environmental Policy, Human Rights Policy² , the Occupational Health and Safety Policy, the tax policy and HR management policy, as well as the financial and asset protection policies.
The Codes of Ethics apply to all employees, suppliers, contractors, consultants, partners, and external collaborators of the two Brands, and apply in a consistent manner across all countries where Moncler and Stone Island operate. The documents are available in Italian and English, as well as in Romanian for the Moncler Code of Ethics. The Codes are brought to the attention of employees in the most appropriate manner, in accordance with local practices. The documents can be freely downloaded from the company’s intranet and internet sites. An online training programme on the contents of the Code of Ethics is regularly provided for all Moncler employees, including temporary and part-time employees, in order to ensure a proper understanding and virtuous behaviour consistent with the requirements of the Code of Ethics, while Italian Stone Island employees are trained on these issues through a specific module dedicated to the Code within the 231 Model course.
Together with the Anti-Corruption Model, the Codes of Ethics are a fundamental and integral part of the Organisation, Management and Control Models adopted by Moncler and Stone Island pursuant to Legislative Decree 231/2001. Both Models take the form of a set of principles and rules of conduct, operating procedures and disciplinary codes, aimed at preventing the commission of offences and ensuring ethical conduct by those who operate on behalf of Group companies, in compliance with the principles of legitimacy, fairness and transparency.
Compliance with the Codes of Ethics and the Model is monitored by the appropriate supervisory and control bodies of the two Brands, through specific audits and investigations, launched on the basis of reports of conduct not in compliance with the principles of conduct required by Moncler and Stone Island. The results of verifications may lead to disciplinary actions which, depending on the severity of violation, may lead to the termination of the professional or business relationship.
The Supervisory Body, which is the entity responsible for supervising the adequacy and compliance of the Organisation, Management and Control Model and its inspiring principles in Italy, is a collegial body consisting of three members of a mixed composition of professionals, both internal and external to the company, two of whom have accounting and legal expertise, and by the head of the Group Internal Audit function. This body is placed at the top of the Company’s organisation, reporting directly to the Board of Directors of the Company to which it belongs, in order to guarantee autonomy from all forms of potential interference.
The Moncler and Stone Island Organisation, Management and Control Models are periodically updated in light of regulatory and organisational changes. In particular, in 2023 the models were updated with the addition of new offences such as offences relating to payment instruments other than cash and offences against cultural heritage, as well as the transposition of new EU Directive related to the management of the whistleblowing channel.
In the control activities carried out by the Internal Audit function, which operates at Group level, in 2023 with regard to the Group’s Italian companies, checks were carried out on significant corporate processes (payments, purchases, services and consultancy, missing products, quality control, charge-backs to suppliers, sales, receipts, credit management, payroll management, etc.), as well as on the main areas identified as “sensitive” within the Model. With regard to the Group’s foreign subsidiaries, in 2023 the Internal Audit function carried out checks and tests on the adequacy of the internal control system and financial reporting procedures for companies operating in Chinese mainland, South Korea, Japan, the United States and the United Kingdom, including to identify and/or prevent potential fraudulent conduct.
As part of management of store operations (management of receipts and sales, management of stock, protection of company assets and prevention of theft), the Internal Audit function draws up a thorough annual plan of audits at stores. Stores are generally selected according to criteria of significance of revenues, risk indicators and geographical diversification. During the year, the function continuously monitored the inventories, missing products detected during product handling and at the warehouses and compliance with the sales procedure. In particular, for Stone Island stores in Italy and in the United States and in Japan, ad hoc audits were carried out in 2023 on the correct implementation of store procedures following the migration of the sales management system already implemented at Moncler stores.
In addition, in order to ensure compliance with the principles and rules of conduct set out in the Code of Ethics, there are various compliance audits, including, for example, ethical and social audits along the supply chain, periodic checks carried out to obtain social and environmental certification, third-party audits on information systems and analyses by external laboratories qualified to verify the chemical compliance of products with company standards and applicable legislation.
For both Moncler and Stone Island, a whistleblowing system is in place at the Group level, with the aim of accurately manage and quickly detect any illegal and disrespectful conduct – reported by employees or external parties – with regard to internal rules, regulations, procedures and values, and take appropriate steps, while ensuring the anonymity of the whistleblower. Any stakeholder, whether internal or external to the Group, who, in good faith, reports an anomalous behaviour, alleged or actual violation of the Code, is protected from retaliation, discrimination or penalisation. The platform makes it possible for the whistleblower to choose anonymity: in this case, communications through the platform between the whistleblower and the Group, via Web or dedicated telephone lines, take place solely through a unique code identifying the report.
However, this is without prejudice to the legal obligations and the protection of the rights of the Companies or of people accused wrongly and/or in bad faith. The Moncler Group has provided whistleblowers with an ad hoc web platform and telephone lines – managed by a specialised third party and available at all times at the global level – for recording and managing reports from employees, suppliers, clients and counterparties of all the Group companies. The Web platform is available in Italian, English, Chinese, Japanese, Korean, French, German, Turkish, Arabic and Romanian, while the telephone operators speak the language of all the countries where the Group is present through its network of stores. The platform ensures, inter alia, full compliance with international privacy regulations (processing of sensitive and personal data). In 2023, the Group updated the whistleblowing procedure in light of the changes in Italian legislation that transposed the European Directive aimed at providing greater protection of whistleblowers against retaliatory behaviour. This update was immediately circulated to the entire corporate population in a dedicated newsletter. The whistleblowing procedure is available on the two Brands’ company intranet. In addition, the human resources managers of the Moncler Regions were made aware of the importance of whistleblowing and how to report it through one-to-one meetings or video conferences.
Management of the Group’s whistleblowing channels was entrusted to the head of Internal Audit, who was responsible for reporting what was tracked and monitored through these channels directly to the Board of Directors at least every six months.
In particular, once a report has been received through whistleblowing channels, the head of Internal Audit receives and promptly analyses all the information and responds immediately to the whistleblower. Depending on the type of alleged violation, the Head of Internal Audit is responsible for sharing the report with any directly interested functions; in particular, in the case of alleged violations in the area of discrimination and harassment, they are shared and handled with the Human Resource function of the relevant region. If the issue raised is very serious or complex, the head of Internal Audit has the task of starting an immediate investigation, also requesting the support of other corporate functions, including Asset Protection, Legal, Compliance, Human Resources, ICT and Sustainability, as well as competent external consultants, in order to conduct investigations and controls aimed at understanding what happened. Where appropriate in relation to the seriousness of the incident, immediate measures are put in place, up to termination of the contract with the employee or other staff member. The whistleblower is notified of closure of the investigation in traceable form via an IT platform.
During the year, five reports considered significant and worthy of analysis and investigation were received through the whistleblowing system. In four cases, on the basis of the outcome of the investigation, it was decided not to proceed at a disciplinary level. Rather, awareness-raising activity was carried out on the individuals concerned by the corporate Human Resources (HR) department together with HR colleagues from the Regions involved: three of these cases relate to reports of alleged inappropriate behaviour by team managers towards colleagues, while one case relates to a report of inappropriate management of the sales and store management procedures by a store manager. The fifth case, instead, involved internal thefts and violations of sales procedures by the staff of a store. Following the investigations carried out, the employment relationship with the individuals involved was terminated.
In addition, through communications addressed to the Human Resources department, 17 reports were received³ regarding potential violations of the Code of Ethics that upon investigation were determined to be actual violations of the Code of Ethics: eight cases of internal theft of certain products from stores, four cases of inappropriate behaviour towards colleagues or clients, three cases of harassment and/or violent behaviour and two cases of discriminatory behaviour. In nine cases, the employment relationship was terminated and, in the remaining cases, other disciplinary actions were taken.

The internal control system operates in the main compliance areas for the Group, including bribery and corruption, customer privacy, conflicts of interest, money laundering and insider trading. The audit activities, the whistleblowing system and the communication flow from Human Resources department didn’t bring any evidence of breaches of the Codes of Ethics in the above-mentioned matters in 2023.

Finally, the Group has established a series of processes to verify compliance with the principles defined in the Code of Ethics through third-party certifications and audits. In particular, in light of the variety of issues covered within the Code of Ethics and the extent of its scope of applicability, the Group has established specific verification mechanisms for each principle. For example, the Code of Ethics defines the principles in the area of health and safety that the Group expects to be adhered to in all internal and external operations, and Moncler verifies compliance with these principles by conducting continuous third-party audits in order to maintain the ISO 45001 certification of its health and safety management system. Moreover, the Code of Ethics defines the principles that the Group is committed to respect in its relationship with suppliers in ensuring animal welfare; regarding these topics Moncler conducts periodic third-party audits on suppliers and their premises to verify compliance with these principles. The same approach is implemented on principles defined for privacy, where the compliance is verified by Moncler through audits by third-party specialized companies on the data protection system of employees, customers, suppliers and other third parties data and, in general, on the Group’s corporate privacy compliance system. Through these third-party audits on specific sections of its Code of Ethics, the Group verifies compliance of the entire system.

Anti-Corruption Model
In 2021 a Group-wide Anti-Corruption Model was adopted, approved by the Board of Directors and based on a targeted risk assessment and a regulatory analysis of corruption offences in the countries in which the Group operates, selected on the basis of the sales revenues and Corruption Perception Index of the country. This resulted in the identification of areas of theoretical corruption risk, of the existing internal controls and those to be enhanced, and in the formulation of a Group Anti-Corruption Policy setting out the guiding principles and controls that Group employees, partners and other counterparts are required to implement to prevent corruption incidents.
In particular, the Policy defines: (i) regulatory monitoring responsibilities; (ii) management and reporting of cases of non-compliance; and (iii) specific measures to control corruption risk.
The Group updates this risk assessment annually to review the corruption risk profiles identified. On this basis, the following areas have been identified as potentially exposed to corruption risk:

• relations with the public administration
• relations with suppliers and external consultants
• relations with agents and intermediaries
• relations with business partners for joint ventures and directors
• management of donations/sponsorships/gifts and samples
• human resources management.

For each of the above-mentioned areas, principles of conduct and operating rules have been formulated in both the Anti-Corruption Policy and in the Codes of Ethics, as well as in the policies governing behaviour to be held when carrying out activities relating to the areas mentioned above. The policies and procedures of the Group’s Anti-Corruption Model have been circulated and shared globally. An ad hoc training is also regularly provided to all employees in Italy through the e-learning platform.
The Internal Audit function periodically carries out on-site audits at Group companies in order to verify the adoption of controls to mitigate corruption risk in the areas identified as most at risk. In particular, annual audits are carried out on sponsorships, donations and gifts, management of consultants and professional assignments, acquisition and management of public grants and financing, employee recruitment, supplier management, payments, expenses and entertainment costs.
During these audits, the various departments involved are made aware of the importance of complying with the established control protocols. Audit results are shared with the Control, Risks and Sustainability Committee and the Supervisory Bodies of the Moncler brand and Stone Island brand. At least every six months, the Board of Directors receives and assesses the results of the audit activities carried out by the Group Internal Audit function. No cases of corruption were reported during 2023, in line with 2022.

Supplier Code of Conduct
The Supplier Code of Conduct, adopted at Group level, outlines the Company’s expectations in relation to the main areas of the responsible sourcing process and is composed of six sections that establish binding rules for: Labour and Human Rights, Health and Safety, Environment, Animal Welfare, Quality and Safety of Products and Services, Business Ethics and Protection of Intellectual Property. Moncler requires its suppliers and sub-contractors to strictly comply with the principles set forth in the Code of Conduct and also commits to train and raise awareness of these provisions, both within its internal departments and among suppliers, through meetings at corporate sites or at suppliers’ premises. The Group also regularly conducts third-party audits throughout the supply chain to verify compliance with the principles contained in the Code of Conduct.
Moncler has also been publishing an annual Modern Slavery Statement in order to transparently communicate its approach to the management of human rights. In particular, the document describes the measures taken to ensure, as required by the law of the United Kingdom “Modern Slavery Act 2015 – Section 54” and the law of California, the absence of all forms of “modern slavery, forced labour and human trafficking” within its direct scope and along its supply chain.