47 ReSPOnSIBLe BUSIneSS MAnAGeMenT46 ReSPOnSIBLe BUSIneSS MAnAGeMenT MONCLER GROUP 2023

CORPORATE GOVERNANCE The corporate governance system adopted by Moncler S.p.A. (Mon- cler or the Company) plays a central role in the clear, responsible conduct of the operations of the Moncler Group (the Group), con- tributing significantly to the creation of sustainable medium-to-long term value both for shareholders and for all stakeholders in accor- dance with the best principles of social responsibility applicable in all countries in which the Company operates.

This system is built in accordance with the recommendations of the Corporate Governance Code approved by the Corporate Gov- ernance Committee of Borsa Italiana S.p.A. (the Code ), to which Moncler adheres, as well as the laws and regulations governing list- ed companies and is based on four pillars:

the central role of governing and control bodies; the transparency of management decisions; the careful and informed monitoring of transactions with re-

lated parties and the handling of privileged information; compliance with the values established in the Code of eth-

ics and company policies, along with the effectiveness and efficiency of the Internal Control and Risk Management Sys- tem (ICRMS).

Moncler has adopted the traditional governance and control system, consisting of two corporate bodies appointed by the Sharehold- ers Meeting, the body that expresses the will of the Shareholders through its resolutions:

the Board of Directors1 (currently composed of 12 members, including three executive and nine non-executive members, seven of whom are independent) plays a central role in the guidance and management of the Company and the Group. In addition to the powers assigned to it by law and the Bylaws, the Board has exclusive responsibility for the most important decisions from an economic and strategic point of view, as well as for those functional to the monitoring and guidance of the business, including with regard to sustainability topics. The Board also plays a central role in the process of approv- ing company strategies with regard to environmental topics, including climate change, and social topics;

the Board of Statutory Auditors monitors, inter alia, com- pliance with the law and the By-laws, as well as compliance with the principles of proper management.

The Board, taking into account the recommendations set out in the Corporate Governance Code, has set up three internal Board Committees with propositional, advisory and oversight functions: the Nomination and Remuneration Committee and the Control, Risks and Sustainability Committee, as well as the Related Par- ties Committee.

The statutory audit of the accounts is carried out by deloitte & Touche S.p.A., an auditing firm included in the relevant register, to which the Ordinary Shareholders Meeting, held on 22 April 2021, awarded a mandate for the nine-year period 2022-2030, following a selection process coordinated by the Board of Statutory Auditors.

Within the ICRMS adopted by Moncler, a Supervisory Body has been set up with three members, two of whom are external, including the Chairman, tasked with monitoring the effectiveness and adequacy of Moncler s internal mechanisms and controls and the organisational and management model adopted by the Com- pany pursuant to Legislative decree 231/2001. In addition to the Supervisory Body, Important roles within the Internal Control and Risk Management System (ICRMS) is also played by the Compli- ance function (which operates as a second-level control function) and the Internal Audit function (which operates as a third-level control function), the director in charge for the ICRMS, the Con- trol, Risks and Sustainability Committee and the Board of Statu- tory Auditors.

The Chairman and Chief executive Officer, Remo Ruffini, is assisted by an internal Strategic Committee with an advisory role in formulating the Group s strategies, ensuring the consistency and spread of the Moncler s core values. The areas of competence of the Strategic Committee include the review of the Business Plan and of the Sustainability Plan as well as the revision of all strategic deci- sions, including, but not limited to those relating to the development

GOVERNANCE MODEL

1 Seven meetings of the Board of directors were held in 2023 (with an aver- age attendance of 96%). 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 avail- able at www.monclergroup.com in the Governance/documents and Pro- cedures section.

of the distribution network, marketing plans, investments, entry into new markets and environmental and social initiatives.

INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM

Moncler believes that having company bodies composed of mem- bers with diverse skills, professional experience, and cultural her- itage can offer the opportunity to take the best decisions for a Group operating in an international context. Moncler, aware of the importance and value of different experiences and skills for the proper functioning of the corporate bodies, adopted the Diversity Policy, updated most recently in 2022, which describes the char- acteristics considered optimal for the composition of the Board of directors and Board of Statutory Auditors, with the aim of integrat- ing different professional profiles in terms of gender, ethnicity, age groups and seniority.

See also Moncler s Report on Corporate Governance for 2023 and diversity Policy.

InTeRnAL AUdIT dePARTMenT

BOARd OF dIReCTORS

CHIeF CORPORATe & SUPPLY OFFICeR

SUPeRVISORY BOdY ex LeGISLATIVe

deCRee 231/2001

COnTROL, RISK And SUSTAInABILITY COMMITTeedIReCTOR WITH MAndATe FOR THe InTeRnAL

COnTROL And RISK MAnAGeMenT SYSTeM

COMPLIAnCe FUnCTIOn

RISK OWneRS

BOARd OF STATUTORY AUdITORS