MONCLER ANNUAL REPORT AT 31 DECEMBER 2020BOARD OF DIRECTORS REPORT 6160

CORPORATE GOVERNANCE

Moncler S.p.A. (the Company or Parent Company ) has adopted a traditional model of governance complying with the principles set forth in the Corporate Governance Code for Italian Listed Companies issued by Borsa Italiana and adopted by Moncler, and with the regulatory provisions governing Italian listed companies. It is based on four pillars: i. the pivotal role of administrative and control bodies; ii. the careful and diligent monitoring of related-party

transactions and handling of privileged information; iii. the effectiveness and transparency of management

decisions; iv. the set of values defined, recognised, shared, and estab-

lished in both the Code of Ethics and company policies. Moncler implements a traditional administration and control system as per articles 2380-bis et seq. of the Italian Civil Code, within which the Board of Directors is entrusted with business management and the Board of Statutory Auditors with control and supervisory functions. This governance system ensures continuous dialogue between management and shareholders as follows: the Shareholders Meeting, is an entirely deliberative body

whose competences are, by law, limited to the most signif- icant decisions in social life. In particular, 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 Bylaws; (iv) the appointment of the independent auditors, upon motivated proposal of the Board of Statutory Auditors; (v) incentive plans;

the Board of Directors is the body responsible for 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 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 in compliance with the applicable legal and regulatory provisions as well as with the procedure adopted by the Company;

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 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 Independent Auditors carry out the statutory auditing of accounts. They are appointed by the Shareholders Meeting and in accordance with the Bylaws, upon proposal of the Board of Statutory Auditors. Pursuant to the Civil Code, 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. with the task of ensuring the effectiveness and adequacy of Moncler s mechanisms and internal controls, as well as the Legislative Degree 231 adopted by the Company, reporting on its implementation. The supervisory Body consists of three members, 2 external (including the President) and 1 internal.

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 2020, Moncler s Board of Directors, in - cluding the Chairman, consisted of 11 members, of whom 7 were independent. With regard to the powers assigned within the Board, there were 3 Executive and 8 Non-Executive Directors (7 of whom 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.

The Board of Directors and the Board of Statutory Auditors, recognising the importance of the complementarity of experiences and skills for the proper functioning of the corporate bodies, approved the Diversity Policy (the Policy ). It describes the characteristics considered optimal for their composition, with the aim of integrating diverse professional profiles to combine with the diversity of gender, age groups and seniority of the members of the bodies.

The Policy was previously submitted to the review of the Nomination and Remuneration Committee, together with the Board of Statutory Auditors, at its meeting on 4 October 2018 and was subsequently approved by the Board of Directors at its meeting on 18 December 2018.

This Diversity Policy pursues the Company s objective, which is in line with the stakeholders expectations and in compliance with the cornerstones on which the corporate governance system and the values of Moncler s Code of Ethics are based, of creating the necessary conditions for its management and supervisory bodies to exercise their duties in the most effective and lawful manner, through decision- making processes that express a majority of qualified and diverse contributions.