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CORPORATE GOVERNANCE

The corporate governance system adopted by Moncler 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 both for shareholders and stakeholders, in keeping with the best practices of corporate social responsibility applicable in all countries in which the Company operates.
The corporate governance system complies with the principles set forth in the Corporate Governance Code for Italian Listed Companies approved by Borsa Italiana S.p.A.and adopted by Moncler, and with the regulatory provisions governing Italian listed companies. It is based on four pillars:

 

• the pivotal role of administrative and control bodies;
• the careful and diligent monitoring of related-party transactions and handling of privileged information;
• the effectiveness and transparency of management decisions;
• the set of values defined, recognised, shared, and established in both 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 the law 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 of the communities of the countries in which the Moncler Group is present.

 

Moncler implements a traditional administration and control system as per

Articles 2380-bis et seq. of the Italian Civil Code. This system ensures continuous dialogue between management and shareholders as follows:

 

• the Shareholders’ Meeting, in ordinary and/or extraordinary sessions, is responsible for resolutions regarding, inter alia, (i) the appointment and removal of members of the Board of Directors and Board of Statutory Auditors, as well as their remuneration; (ii) the approval of the financial statements and allocation of profits; (iii) amendments to the By-laws; (iv) the appointment of the independent auditors, upon motivated proposal of the Board of Statutory Auditors; (v) incentive plans;

 

• 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 By-laws, 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 Committees have been established to support the Board of Directors: the Nomination and Remuneration Committee and Control, Risks, and Sustainability Committee, both vested with consulting and advisory functions, and the Related Parties Committee;

 

• the Board of Statutory Auditors oversees, inter alia, (i) compliance with the law and By-laws, as well as observance of the principles of proper management; (ii) to the extent of its competence, the suitability of the Company’s organisational structure,

internal control system, and administrative accounting system, as well as the reliability and accuracy of the latter in representing management operations; (iii) the procedures adopted by the Company to effectively implement the corporate governance rules set out in the codes of conduct that it has publicly claimed to adopt; and (iv) the effectiveness of the internal audit and risk management system, the auditing of accounts, and the autonomy of the external auditor;

 

• the audit firm is responsible for the statutory auditing of accounts. It is appointed by the Shareholders’ Meeting and in accordance with the By-laws, 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..

 

Moreover, the Internal Control and Risk Management System (ICRMS) adopted by Moncler is supported by: a Supervisory Body, i.e., a collegial body of three members reporting directly to the Board of Directors, tasked with ensuring that Company rules, mechanisms, and internal controls are in line with Legislative Decree 231/2001 as amended. The control figures include the Head of the Internal Audit division (third-level control); the Head of the Group Compliance division (second-level control); and the Director in charge of the ICRMS itself.

INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM

The Chairman and Chief Executive Officer, Remo Ruffini, is also assisted in the definition and implementation of Group strategy by a Strategic Committee, which has advisory functions and bridges the main areas of the Group, ensuring consistency and the sharing of Moncler’s guiding values.
At 31 December 2018, Moncler’s Board of Directors, including the Chairman,

consisted of 11 members, of whom six were independent. With regard to the powers assigned within the Board, there were three Executive and eight Non-Executive Directors (six of whom were independent).
Moncler believes that a Board of Directors composed of members of different ethnicity, gender and age, and with diverse skills, professional

experience, and cultural backgrounds, can enable an international company such as the Group to make the best decisions possible. See also Moncler’s Report on Corporate Governance and Ownership Structure for 2018.
In 2018, average attendance at Board meetings was 94%.

DIVERSITY POLICY

In 2018, Moncler adopted a policy concerning diversity of the composition of the Company’s administrative, management and control bodies: the Diversity Policy. The Policy was first submitted for examination to the Nomination and Remuneration Committee and the Board of Statutory Auditors and was subsequently approved by the Board of Directors on 18 December 2018.
Through its Diversity Policy, the Company aims to pursue its objective, in line with its stakeholders’ expectations, as well as in line with the pillars on which the corporate governance system is based and the values of the Moncler Code of Ethics, of creating the necessary conditions for its administrative and control bodies to exercise their functions in the most effective and virtuous way, through decision-making processes that express a plurality of qualified and diverse contributions.

The Policy’s founding principles are:

 

– protection of gender equality;
– respect for the independence of Directors;
– search for diversity in managerial and professional skills.

 

Responsibility for monitoring the results deriving from the application of the Diversity Policy and for its updating lies with the Board of Directors, which acts with the support of the Nomination and Remuneration Committee and the Board of Statutory Auditors.

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