Moncler S.P.A. Report on Corporate Governance and Ownership Structures
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Moncler S.p.A. Report on Corporate Governance and Ownership Structures 2 Moncler S.p.A. Report on Corporate Governance and Ownership Structures MONCLER S.p.A. Registered office: Milan, Via Stendhal, 47 - Share capital: Euro 51,661,324.80 fully paid-in Company Register of Milan and fiscal code no. 04642290961 - REA no. 1763158 REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURES Prepared in accordance with Art. 123-bis of Italian Legislative Decree no. 58 of February 24, 1998 for financial year 2019 Approved by the Board of Directors on February 10, 2020 Published on the website www.monclergroup.com, under sections “Governance/Shareholders’ Meeting” and “Governance/Documents and procedures” 3 Moncler S.p.A. Report on Corporate Governance and Ownership Structures INDEX GLOSSARY ................................................................................................................................................. 5 1 PROFILE OF THE ISSUER ................................................................................................................ 7 2 INFORMATION ON OWNERSHIP STRUCTURES ....................................................................... 9 3 COMPLIANCE ................................................................................................................................... 18 4 BOARD OF DIRECTORS ................................................................................................................. 18 5 TREATMENT OF CORPORATE INFORMATION ...................................................................... 54 6 BOARD COMMITTEES .................................................................................................................... 54 7 NOMINATION AND REMUNERATION COMMITTEE ............................................................ 55 8 REMUNERATION OF DIRECTORS .............................................................................................. 57 9 CONTROL, RISKS AND SUSTAINABILITY COMMITTEE ........................................................ 57 10 INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM .................................................. 61 11 INTERESTS OF DIRECTORS AND RELATED PARTY TRANSACTIONS ............................... 71 12 APPOINTMENT OF STATUTORY AUDITORS ............................................................................ 73 13 COMPOSITION AND FUNCTIONING OF THE BOARD OF STATUTORY AUDITORS ....... 74 14 RELATIONS WITH SHAREHOLDERS .......................................................................................... 79 15 SHAREHOLDERS’ MEETINGS ...................................................................................................... 79 16 ADDITIONAL CORPORATE GOVERNANCE PRACTICES ....................................................... 81 17 CHANGES SINCE THE END OF THE FINANCIAL YEAR ........................................................ 81 18 CONSIDERATIONS ON THE LETTER SENT BY THE CHAIR OF THE CORPORATE GOVERNANCE COMMITTEE ON DECEMBER 19, 2019 ............................................................ 81 TABLES .................................................................................................................................................... 84 4 Moncler S.p.A. Report on Corporate Governance and Ownership Structures GLOSSARY Board of Directors The board of directors of Moncler. or Board Board of Statutory The board of statutory auditors of Moncler. Auditors Consob Market The Regulation on markets issued by Consob by means of Resolution no. Rules 16191 of March 12, 2007, as subsequently amended and integrated. Consob Related The Regulation issued by Consob by way of Resolution no. 17221 of March Party Transactions 12, 2010 on related party transactions, as subsequently amended and Regulation integrated. or RPT Regulation Consolidated Law Italian Legislative Decree no. 58 of February 24, 1998, as subsequently on Finance amended and integrated. Corporate The corporate governance code of listed companies in force from time to Governance Code time approvedby the Corporate Governance Committee promoted by Borsa Italiana S.p.A., ABI, Ania, Assogestioni, Assonime and Confindustria. Financial Year The financial year ended December 31, 2019 to which this Report relates. Internal Control and The internal control and risk management system of Moncler. Risk Management System Issuers’ Regulation The Regulation issued by Consob by Resolution no. 11971 of May 14, 1999 regarding stock issuers, as subsequently amended and integrated. Market Abuse The EU Regulation no. 596/2014 as subsequently integrated and Regulation implemented. or MAR Moncler Group Collectively the Issuer and the other companies directly or indirectly or Group controlled by Moncler pursuant to Art. 93 of the Consolidated Law on Finance. Moncler Moncler S.p.A., a company with registered office in Milan, Via Stendhal, 47 or Company - Share capital: Euro 51,661,324.80, Company Register of Milan, taxpayer's code and VAT number 04642290961 Report The present report on corporate governance and ownership structures, drafted pursuant to Art. 123-bis of the Consolidated Law on Finance as well as according to the recommendations of the Corporate Governance Code. RPT Procedure The procedure adopted by the Company with regard to transactions with related parties in accordance with the Consob RPT Regulation. 5 Moncler S.p.A. Report on Corporate Governance and Ownership Structures Shareholders’ The shareholders meeting of Moncler. Meeting 6 Moncler S.p.A. Report on Corporate Governance and Ownership Structures 1 PROFILE OF THE ISSUER Moncler S.p.A. (“Moncler” or the “Company”) is a joint stock company with shares listed on the main market (Mercato Telematico Azionario, the “MTA”) of Borsa Italiana S.p.A. (“Borsa Italiana”) since December 16, 2013. Moncler is part of the FTSE-MIB index of Borsa Italiana as of March 24, 2014. At the date of this Report the market capitalization of the Company is equal to Euro 10,168,162,762. The Moncler Group operates in the worldwide luxury goods sector and is one of the leading businesses involved in the design, production and distribution of luxury clothing for women, men and children as well as accessories. * * * For Moncler, the corporate governance system plays a key role in the transparent and responsible running of business operations of the Group. It contributes significantly to the creation of sustainable medium and long-term value both for Shareholders and stakeholders, in keeping with the best practices of corporate social responsibility applicable in all countries in which the Group operates. The corporate governance system complies with the principles set forth in the Corporate Governance Code and with the regulatory provisions governing Italian listed companies to whom Moncler complies. It is based on four pillars: (i) the pivotal role of administrative and control bodies; (ii) the effectiveness and transparency of management decisions; (iii) the careful and diligent monitoring of related-party transactions and handling of privileged information; (iv) the set of values defined, recognised, shared, and established in both the code of ethics of Moncler (the “Code of Ethics) and company policies. Moncler has adopted the traditional management and control system pursuant to Art. 2380-bis et seq. of the Italian Civil Code, under which the Board of Directors is entrusted with the management of the business and the Board of Statutory Auditors with the control and supervision functions. Moncler's governance system guarantees a constant dialogue between the management and the Shareholders, detailed as follows: a) the Shareholders' Meeting is a corporate body with exclusively deliberative functions whose powers are limited by law to the most important decisions of the Company's life; b) the Board of Directors is the corporate body to which the direction and management of the Company and the Group is devolved. In addition to the powers assigned to it by law and the Bylaws, the Board of Directors has exclusive jurisdiction over the most important decisions from an economic and strategic point of view, as well as those that are functional to the exercise of monitoring and business direction activities. Within the Board of Directors, the Nomination and Remuneration Committee and the Control, Risks and Sustainability Committee have been set up, both with propositional and consultative functions in line with the recommendations of the Corporate Governance Code, as well as the Related Parties Committee in accordance with applicable laws and regulations and the procedure adopted by the Company; c) the Board of Statutory Auditors oversees, among other things, (i) compliance with the law and the Bylaws, as well as compliance with the principles of proper management; (ii) to the extent of its competence, the adequacy of the Company's organisational structure, the internal control system and the administrative and accounting system, as well as the reliability of the latter in correctly representing managing events; (iii) the procedures for the concrete implementation of the corporate governance rules laid down in the codes of conduct to which the Company 7 Moncler S.p.A. Report on Corporate Governance and Ownership Structures adheres; (iv) the effectiveness of the internal audit and risk management system, the auditing of the accounts, the independence of the statutory auditor; d) the Auditing Firm carries out the statutory audit. The auditing firm is appointed in accordance with the Bylaws by the Shareholders'