GOVERNANCE MODEL

The Code of Ethics and corporate policies are one of the pillars of the Group’s corporate governance system and regulate the way the Moncler brand, the Stone Island brand and their respective employees, partners, clients and shareholders operate.

The Codes of Ethics of Moncler and Stone Island encompass the set of values both Brands recognise, share, and promote, acknowledging that conduct inspired by the principles of diligence, honesty and loyalty represents a significant 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 establish clear behavioural norms for recipients, regulating various aspects including relations with employees, suppliers, clients and authorities; respect for human rights, protection of intellectual and industrial property, confidential information, and privacy; respect for fair competition; proper administrative and financial management; environmental protection; anti-corruption and anti-money laundering measures; and the responsible use of corporate assets and the management of conflicts of interest, contributions and sponsorships.
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. In case of non-compliance, disciplinary measures and/or sanctions will be applied up to and including termination of the existing employment contract or business relationship.

The Board of Directors is the competent body to decide on the adoption and subsequent amendments to the Code of Ethics, as well as being involved in managing any ethical issues of particular relevance. The Head of the Corporate Affairs & Compliance Function, as part of the second-level control, monitors the proper conduct of the Group’s operations in compliance with relevant legal and regulatory constraints, internal procedures and values of the Code of Ethics. This role also ensures the management of corporate compliance aspects. Human Resources and the Function Managers, on the other hand, actively support staff training and awareness-raising, ensuring that all employees understand and respect the provisions of the Code of Ethics.

The Codes are periodically updated to align with international best practices and further integrate them more with emerging sustainability and business conduct topics. 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 International Bill of Human Rights of the United Nations, the Universal Declaration of Human Rights and the Charter of Fundamental Rights of the European Union, the decent work standards set out in the conventions of the International Labour Organization (ILO), and the OECD (Organization for Economic Cooperation and Development) Guidelines for Multinational Enterprises of the Organization for Economic Cooperation and Development. The Codes of Ethics also refer to the key principles outlined in the Supplier Code of Conduct. The Group’s corporate policies, including the Anti-Corruption Policy, Environmental Policy, Human Rights Policy, Health and Safety Management Policy, etc., are considered an integral part of the Codes.

The Codes are made available to employees through the most appropriate means, in accordance with local customs, and are available in Italian and English, as well as in Romanian for the Moncler Code of Ethics. The documents can be freely downloaded from the company’s intranet and internet sites. An online training programme is regularly provided to all Moncler employees, including temporary and part-time employees, to ensure correct understanding and virtuous behaviour consistent with the requirements of the Code, while Stone Island employees in Italy are trained on these topics through a specific module within the 231 Model course.

ORGANISATION, MANAGEMENT AND CONTROL MODEL

The Codes of Ethics together with the Anti-Corruption Model, 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 consist of a set of principles and rules of conduct, operational procedures and disciplinary codes, aimed at preventing the commission of offences and ensuring ethical behaviour by those who operate on behalf of Group’s companies. The Organisation, Management and Control Models of both Moncler and Stone Island are periodically updated in light of regulatory and organisational changes. In particular, for Moncler in October 2023 and for Stone Island in February 2024, the Models were updated with the integration of new offences such as crimes relating to payment instruments other than cash and crimes against cultural heritage, as well as the adoption of EU developments regarding the management of the whistleblowing channel. The body responsible for overseeing the adequacy of and compliance with the Organisation, Management and Control Model and its guiding principles is the Supervisory Body. The Supervisory Body works in coordination with the Group’s Internal Audit function, which reports directly to the Board of Directors and operates with complete autonomy, without responsibility for operational areas. Internal Audit conducts checks on various compliance issues, including privacy, taxation, health and safety, labour law aspects and anti-corruption measures, to verify compliance with the principles of the Code of Ethics. In 2024, the Internal Audit function, with regard to its auditing activities on the Group’s Italian companies, continued to carry out several checks on significant corporate processes (payments, purchases, services and consultancy, 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, during the year 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, Canada and France, 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 an annual plan of audits at stores. Stores are generally selected according to criteria of revenues significance, risk indicators and geographical diversification. During the year, the function monitored inventories, missing products detected during product handling and at the warehouses and compliance with the sales procedure.

WHISTLEBLOWING SYSTEM

At Group level, a whistleblowing system is in place with the aim of effectively managing and quickly detecting any illegal and unethical conduct and action that do not comply with the rules, regulations, internal procedures, and value principles, and adopting the appropriate measures 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.

In particular, once a report has been received through the whistleblowing channels, the Head of Internal Audit promptly analyses all the information and responds to the whistleblower; if the issue raised is very serious and/or complex, the Head of Internal Audit is tasked with starting an immediate investigation, also requesting support from other corporate functions, such as Asset Protection, Legal, Compliance, Human Resources, ICT and Sustainability, as well as from 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, other staff member or supplier involved. The whistleblower is notified of the closure of the investigation in traceable form via an IT platform. At least every six months, the Internal Audit function reports to the Board of Directors on the cases investigated.

The Moncler Group has provided whistleblowers with an ad hoc web platform and phone lines – which are 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 phone 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 2024, the updated whistleblowing procedure was communicated to the entire company population via dedicated newsletters and made available on the company intranet. The regional human resources managers were made aware of the importance of whistleblowing and reporting procedure through one-to-one meetings or video conferences. In addition, the mandatory course on the Code of Ethics includes a section dedicated to the use of the whistleblowing channel.

ANTI-CORRUPTION

The Group adopts an Anti-Corruption Model, approved by the Board of Directors 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 Corruption Perception Index of the country and the value of the invoice generated by the company in the country. This allows for the identification of areas theoretically at risk of corruption and the internal controls that are either in place or need to be strengthened. The Group’s Anti-Corruption Policy also defines the guiding principles and controls that the Group’s employees, partners and counterparties are required to follow to prevent incidents of corruption.
In particular, the Policy defines: regulatory monitoring responsibilities; management and reporting of cases of non-compliance; and specific measures to control corruption risk.
The following areas were identified as theoretically exposed to risk of corruption: relationships with public administration; relationships with suppliers and external consultants; relationships with agents and intermediaries; relationships with business partners for joint ventures and directors; management of donations/sponsorships/gifts and samples; and 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. In addition, all Group employees are regularly offered specific training on active and passive corruption. In particular, a new e-learning platform training programme was introduced in 2024, aimed at strengthening the culture of integrity and implementing effective anti-corruption measures, thus helping to mitigate potential risks and maintain high ethical standards.
The Internal Audit function periodically conducts 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, audits are carried out annually on marketing costs, sponsorships, donations and gifts, management of consultants and professional service, employee recruitment, supplier management, payments, expenses and entertainment costs.
During these audits, the various departments involved are informed 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 Moncler and Stone Island. 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, also through the Control, Risks and Sustainability Committee, which is an internal Board committee.
No cases of either active or passive corruption were ascertained in 2024, in line with 2023.

The Moncler Group manages relationships with political parties and their representatives based on the highest principles of transparency and ethics. Also in 2024, the Moncler Group did not make any contributions to political parties, lobbying activities or any other activities beyond those with associative purposes. The political commitments and contributions made by the Group’s employees are considered personal and entirely voluntary.
Regarding lobbying activities, the Group mainly operates through industry associations, without excluding the residual possibility of directly interacting with institutions, always in accordance with the principles described above, to ensure that the activities and decisions taken are aligned with the Group’s Environmental Policy.