GOVERNANCE MODEL
CORPORATE GOVERNANCE
Moncler s corporate governance system plays a key role in the transparent and responsible running of business operations. It contributes significantly to the creation of sustainable medi- um/long-term value for shareholders and other stakeholders, in keeping with the best practices of corporate social responsibil- ity applicable in all countries in which Moncler operates.
The corporate governance system complies with the prin- ciples set forth in Borsa Italiana S.p.A. s Corporate Govern- ance Code and with the legislation and regulations governing Italian listed companies. It is based on four pillars: the pivotal role of administrative and control bodies the effectiveness and transparency of management deci-
sions the careful and diligent monitoring of related-party trans-
actions and handling of privileged information the set of values defined, recognized, shared, and estab-
lished in 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 ac- tivities are carried out in compliance with laws, regulations, and the Group s internal procedures and with principles of fair competition, honesty, integrity, and fairness, while re- specting the legitimate interests of shareholders, employees, clients, suppliers, commercial and financial partners, and the communities of the countries where the Moncler Group is present. See also pages 47-50; 116.
Secondly, Moncler has developed and adopted an an- ti-corruption model and anti-corruption policy, which applies to all Group companies.
RISK OWNER
COMPLIANCE
INTERNAL AUDIT
CONTROL, RISKS AND SUSTAINABILITY
COMMITTEE
DIRECTOR IN CHARGE OF ICRMS
BOARD OF DIRECTORS
CHIEF CORPORATE & SUPPLY OFFICER
BOARD OF STATUTORY AUDITORS
INDEPENDENT AUDITORS
Moncler has implemented a traditional administration and control system as per articles 2380-bis and following of the Italian Civil Code, under which the Board of Directors is entrusted with corporate management and the Board of Stat- utory Auditors with control and supervisory functions. The Moncler governance system ensures continuous dialogue between management and shareholders as follows: the Shareholders Meeting is a body with exclusively re-
solving functions, whose remit is limited by law to the most important decisions affecting the Company;
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 Bylaws, the Board of Directors has exclusive competence over the most im- portant economic and strategic decisions, and over reso- lutions that are instrumental in monitoring and steering the Group s business. Three Board Committees have been established: the Nomination and Remuneration Commit- tee and the Control, Risks, and Sustainability Commit- tee, both vested with consulting and advisory functions as recommended by the Corporate Governance Code, and the Related Parties Committee, consistently with laws and regulations and Moncler s internal procedure;
the Board of Statutory Auditors oversees, inter alia, (i) compliance with the law and Bylaws, as well as obser- vance of the principles of proper management; (ii) to the extent of its responsibilities, the adequacy of the Com- pany s organizational structure, internal control system, and administrative accounting system, as well as the re- liability and accuracy of the latter in representing man- agement operations; (iii) the practical application of the
INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM
corporate governance rules provided by the codes of con- duct endorsed by the company; and (iv) the effectiveness of the internal audit and risk management system, the auditing of the accounts, and the autonomy of the exter- nal auditor;
the audit firm is responsible for the statutory auditing of the accounts. It is appointed by the Shareholders Meeting and in accordance with the Bylaws, 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. For the period 2013-2021, the audit firm is KPMG S.p.A.
Moreover, the Internal Control and Risk Management System (ICRMS) adopted by Moncler is supported by a Supervisory Body, a collegial body of three members reporting directly to the Board of Directors, tasked with ensuring the effectiveness and adequacy of the Company s mechanisms and internal con- trols and of its corporate liability model pursuant to Legislati- ve Decree 231/2001 ( Model 231 ).
In addition to the Supervisory Body, key ICRMS figures in- clude the Head of the Group Compliance division (second-lev- el control), the Head of the Internal Audit division (third-level control), the Director in charge of the ICRMS itself, the Con- trol, Risks, and Sustainability Committee, and the Board of Statutory Auditors.
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 func- tions and bridges the main strategic areas of the Company and the Group, ensuring consistency and the sharing of Moncler s guiding values.
At 31 December 2020, Moncler s Board of Directors con- sisted of eleven members, including the chairman, of whom seven were independent. The directors had served for an aver- age of nine years. With regard to the powers assigned within the Board, there were three executive and eight non-execu- tive directors (seven of whom were independent). Moncler believes that a Board of Directors made up of members of different ethnicity, gender and age, and with diverse skills, professional experience, and cultural backgrounds, can ena- ble an international company such as itself to make the best decisions possible as defined in the Group s Diversity Policy. See also Moncler s Report on Corporate Governance and Own- ership Structure for 2020. In 2020, average attendance at Board meetings was 95.5%.
45CONSOLIDATED NON FINANCIAL STATEMENT 202044 RESPONSIBLE BUSINESS MANAGEMENT
