Moncler Group | Annual Report 2024 Board of Directors’ Report 98 Moncler Group | Annual Report 2024 Board of Directors’ Report 99
5
The Diversity Policy and the Guidance
Opinion are available on the website
at wwwmonclergroupcom in the
Governance Section
4
Approved by the Board of Directors
on 18 December 2018 and updated
after assessment by the Nomination
and Remuneration Committee on 24
February 2022 An updated version
of the Diversity Policy was approved
at the meeting on 13 February 2025
in view of the renewal of the Board
of Directors which will be resolved
upon by the Shareholders Meeting
on 16 April 2025 The text is available
in the GovernanceDocuments
and Procedures and Governance
Shareholders Meeting Sections of the
website at wwwmonclergroupcom
Moncler believes that corporate bodies composed of members
with dif ferent skills, professional experience, and cultural
heritage can of fer the opportunity to take the best decisions
for a Group operating in an international context. Moncler
has therefore adopted a Diversity Policy4 that has been applied
to the current Board of Directors. This document describes
the characteristics considered optimal for the composition of
the Board of Directors, as well as the Board of Statutory
Auditors, with the aim of including dif ferent professional prof iles
in terms of gender, ethnicity, age and seniority. The monitoring
and any updating of the Diversity Policy are entrusted to the Board
of Directors, which acts with the support of the Nomination
and Remuneration Committee and, where necessary, the Board
of Statutory Auditors.
The criteria def ined in the Diversity Policy take into account
the results of the annual self-assessment process (board review)
through which, in accordance with the provisions of the Corporate
Governance Code, the Board of Directors periodically evaluates
the functioning, size and composition of the Board and its
Committees, ensuring continuous alignment with the Group’s
strategic needs.
The Diversity Policy5 also ref lects the evaluations provided
by the outgoing Board of Directors in the Guidelines to
the Shareholders that the Board, following examination by
the Nomination and Remuneration Committee, issues on
the size and composition, both in qualitative and quantitative
terms, deemed optimal for the renewal of the Board of Directors.
Recommended professional skills include ESG (Environmental,
Social, Governance).
For the 2024 f inancial year, the composition of the Board
of Directors ref lects the commitment to diversity, with a female
component equal to 42% of the total (f ive women, compared
with seven men, representing a ratio of 71%). The percentage
of independent directors is 58% (7 out of 12 members).
Further
details on skills and other aspects of diversity are
shown
in the graphs below.
Also in order to further develop the skills of the Directors and
Statutory Auditors, the Company periodically organises
induction sessions, with the aim of providing adequate knowledge
of the Company, the sector in which it operates, the main
trends that may have an ef fect on its growth strategy, its products,
business dynamics, potential sustainability risks and
the relevant legislative and regulatory framework, which may
af fect strategic decision-making.
During the 2024 f inancial year, the Board of Directors and
the Board of Statutory Auditors were provided by the Control,
Risks and Sustainability Committee with a review of the new
regulations on sustainability reporting and the double materiality
process, which included an analysis of the list of relevant
impacts, risks and opportunities identif ied through this process.
See also pages 124–127.
INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM
Supervisory Body
Ex Legislative
Decree 231/2001
Board of
Statutory
Auditors
Board of Directors
Chief Corporate
& Supply Off icer
Director with mandate
for the internal
Control and Risk
Management System
Control, Risk
and Sustainability
Committee
Compliance
Function
Risk Owners
Internal Audit
Department
First level of control
Second level of control
Third level of control
Board of Directors
Composition
The Board of Directors1 is composed of 12 members2
,
3,
including 3 executive and 9 non-executive members, the majority
of whom are independent.
1
Six meetings of the Board of Directors
were held in 2024 with an average
attendance of around 89 For information
on the activities carried out as well
as on the composition of the Board and its
functions please see the Report
on
Corporate Governance and Ownership
Structures available at wwwmonclergroup
com in the GovernanceDocuments
and Procedures Section
2
For more information on the curriculum
vitae of each Directors please refer
to the prof iles on the Moncler website
at wwwmonclergroupcom in the
GovernanceBoard of Directors Section
as well as the Report on Corporate
Governance and Ownership Structures
in the GovernanceDocuments
and Procedures Section
3
It should be noted that Italian law does
not provide for forms of collective
representation of employees within
corporate bodies and therefore
there are no employees representatives
within it
MEMBER POSITION
Remo Ruff ini Chairman and CEO
Marco De Benedetti Vice-Chairman and Non-Executive Director
Roberto Eggs Executive Director
Bettina Fetzer Non-Executive and Independent Director
Gabriele Galateri di Genola Non-Executive and Independent Director
Alessandra Gritti Non-Executive and Independent Director
Jeanne Jackson NonExecutive and Independent Director
Diva Moriani NonExecutive and Independent Director
Guido Pianaroli NonExecutive and Independent Director
Carlo Rivetti NonExecutive Director
Santel Luciano Executive Director
Maria Sharapova NonExecutive and Independent Director