2.1 GOVERNANCE MODEL
CORPORATE GOVERNANCE The corporate governance system adopted by Moncler S.p.A. plays a key role in the clear and responsible conduct of the Group s op- erations, contributing significantly to the creation of sustainable medium/long-term value both for shareholders and for stakehold- ers, in accordance with the best principles of social responsibility applicable in all countries in which the Company operates.
Moncler has adopted a traditional corporate governance model built in accordance with laws and regulations as well as with the Corporate Governance Code for Listed Companies approved by the Corporate Governance Committee of Borsa Italiana S.p.A. (the Corporate Governance Code ) to which Moncler adheres and founded on four pillars: the central role of administrative and control bodies the effectiveness and transparency of management deci-
sions-making the careful and diligent monitoring of transactions with re-
lated parties and the handling of privileged information the set of values identified, recognised and shared that are
established in the Code of Ethics and company policies.
The values set out in the Code of Ethics commit all employees to ensuring that the Company s activities are carried out in compli- ance with laws and regulations and the internal procedures ad- opted by the Group, within a framework of fair competition, with honesty, integrity and fairness, while respecting the legitimate in- terests of shareholders, employees, clients, suppliers, commer- cial and financial partners and the communities in the countries where Moncler is present. See also pages 53-56; 140.
Secondly, Moncler S.p.A. has developed and adopted an anti-corruption model and related Policy applied to all Group companies.
Moncler S.p.A. has adopted a traditional administration and control system as per Articles 2380-bis and following of the Ital- ian Civil Code, within which the Board of Directors is entrusted with corporate management and the Board of Statutory Auditors with control and supervisory functions.
The governance system ensures constant dialogue between man- agement and shareholders, as follows: the Shareholders Meeting is a body with exclusively de-
liberative functions whose powers are limited by law to the most important corporate decisions
the Board of Directors (BoD) plays a central role in guiding and managing the Company and the Group. In addition to the powers assigned to it as per the law and Bylaws, the Board has exclusive competence over the most important economic and strategic decisions, over those functional to the monitor- ing and guidance of the business, and on sustainability is- sues. In fact, the Board also plays a central role in the process of approving company strategies regarding environmental management, including climate change, and social issues. The Nomination and Remuneration Committee and the Con- trol, Risks and Sustainability Committee, both with advisory and consulting functions in accordance with the recommen- dations of the Corporate Governance Code, in addition to the Related Parties Committee have been set up within the Board of Directors, consistently with applicable laws and regula- tions and the procedure adopted by the Company
the Board of Statutory Auditors monitors, inter alia, (i) com- pliance with the law and the Bylaws and compliance with the principles of proper management; (ii) to the extent of its competence, the adequacy of the Company s organisation- al structure, the internal control system and the administra- tive accounting system, as well as the reliability of the latter in properly representing management operations; (iii) the procedures for the actual implementation of the rules es- tablished by codes of conduct endorsed by the Company; and (iv) the effectiveness of the internal audit and risk man- agement system, the auditing of accounts and the indepen- dence of the statutory auditor
the audit firm carries out the statutory audit of the accounts. It is appointed by the Shareholders Meeting and in accor- dance with the Bylaws, upon proposal of the Board of Stat- utory Auditors. The external auditor conducts its business independently and autonomously and therefore does not represent either the majority or minority shareholders. The statutory audit for the period 2013-2021 was entrusted to the auditing company KPMG S.p.A., while for the period 2022-2030 the auditing company Deloitte & Touche S.p.A. has been appointed as the statutory auditor.
In addition, as part of the Internal Control and Risk Management System (ICRMS) adopted by the Group, a Supervisory Body was established; it is a collegial body of three members, with the task of monitoring the effectiveness and adequacy of Moncler s mech- anisms and internal controls as well as the organisational and management model pursuant to Legislative Decree 231/2001 ( Model 231 ) adopted by the Company and reporting on its im- plementation.
In addition to the Supervisory Body, key ICRMS figures in- clude the Compliance function (operating as a second-level con- trol function), the Internal Audit function (operating as a third-level control function), the Director in charge of the ICRMS itself, the Control, Risks and Sustainability Committee and the Board of Statutory Auditors.
INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM
The Chairman and Chief Executive Officer, Remo Ruffini, is as- sisted in the definition of Group strategy by an internal Strategic Committee with an advisory function, ensuring consistency and sharing of Moncler s guiding values.
The areas of competence of the Strategic Committee in- clude the review of the business plan and of the Sustainability Plan as well as the revision of all the strategic decisions, includ- ing but not limited to those relating to the development of the dis- tribution network, marketing plans, investments, entry into new markets and environmental and social initiatives.
As of 31 December 2021, the Moncler s Board of Direc- tors consisted of twelve members, including the Chairman, eight of whom were independent, with an average tenure of ten years. With respect to the powers assigned: three were executive direc- tors and nine were non-executive directors (eight of whom were in- dependent). Moncler believes that a Board of Directors composed
INTERNAL AUDIT DEPARTMENT
BOARD OF DIRECTORS
CHIEF CORPORATE & SUPPLY OFFICER
BOARD OF STATUTORY AUDITORS
SUPERVISORY BODY EX LEGISLATIVE DECREE
231/2001
CONTROL, RISKS AND SUSTANABILITY COMMITTEE
DIRECTOR WITH MANDATE FOR THE INTERNAL
CONTROL AND RISK MANAGEMENT SYSTEM
COMPLIANCE FUNCTION
RISK OWNERSFirts level of control Second level of control Third level of control
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2021 RESPONSIBLE BUSINESS MANAGEMENTRESPONSIBLE BUSINESS MANAGEMENT