LIQUIDITY RISK The Group has implemented financial planning process aimed at reducing the liquidity risk, also taking into consideration the sea- sonality of the business, in particular for the Moncler brand. Based upon the financial requirements, where the need arises, credit lines required to meet those needs are planned with the financial institutions and are classified between short-term and long-term.

Moreover, given the risk of losing the capital, the Group fol- lows strict rules to balance its deposits and cash liquidity in an appropriate number of highly rated bank institutions, avoiding the concentration and using only risk-free financial products.

For more information, please refer to the section 9.3 of the Notes to the Financial Statements.

RISKS RELATED TO DEVELOPMENT AND INTEGRATION WITH STONE ISLAND (SPORTSWEAR COMPANY S.P.A.) On 31 March 2021, the acquisition of Sportswear Company S.p.A. by Moncler S.p.A. was finalised. Subsequently, with effect from December 2021, the Stone Island brand was conferred to Mon- cler S.p.A. through the partial demerger of Sportswear Company S.p.A.

Throughout 2021, coordination activities were carried out between the two companies. In that integration process, Moncler and Stone Island bring together their entrepreneurial and man- agerial cultures while fully respecting each Brand s identity and autonomy. The process is taking place under the guidance of a Strategic Committee and an Integration Committee, made up of the two Companies senior management.

Although both parties are sensitive to the other s culture and their focus is on mutual priorities, because of the complexi- ty and delicacy of the integration process, it cannot be excluded that delays will occur, or predetermined strategies will be adjust- ed along the way.

CORPORATE GOVERNANCE

The corporate governance system adopted by Moncler S.p.A. (the Company , Moncler , or Parent Company ) plays a central role in the clear and responsible conduct of the Group s operations, signifi cantly contributing to the creation of sustainable value in the medium to long-term for both shareholders and all stakeholders, in com- pliance with the best principles of social responsibility applicable in all countries where the Company operates.

Moncler has adopted a traditional model of governance comply- ing with the legislations, regulations and guidelines of the Corpo- rate Governance Code for Italian Listed Companies approved by the Corporate Governance Committee of Borsa Italiana S.p.A., to which Moncler adheres. It is based on four pillars: the pivotal role of administrative and control bodies; the effectiveness and transparency of managerial deci-

sions; the careful and diligent monitoring of related-party transac-

tions and handling of privileged information; the set of values defined, recognised, shared, and estab-

lished in both the Code of Ethics and company policies.

Moncler implements a traditional administration and control sys- tem as per articles 2380-bis et seq. of the Italian Civil Code, within which the Board of Directors is entrusted with business manage- ment and the Board of Statutory Auditors with control and super- visory functions. This governance system of Moncler ensures continuous dialogue between management and shareholders as follows: the Shareholders Meeting, is an entirely deliberative body

whose competences are, by law, limited to the most sig- nificant decisions in social life. In particular, in ordinary and/or extraordinary sessions, is responsible for resolu- tions regarding, inter alia, (i) the appointment and removal of members of the Board of Directors and Board of Statu- tory Auditors, as well as their remuneration;(ii) the approv- al of the financial statements and allocation of profits; (iii) amendments to the Bylaws; (iv) the appointment of the in- dependent auditors, upon motivated proposal of the Board of Statutory Auditors; (v) incentive plans;

the Board of Directors is the body responsible for guiding and managing the Company and the Moncler Group ( The

Group ). In addition to its powers assigned as per the law and Bylaws, the Board of Directors has exclusive competence over the most important economic and strategic decisions, and over resolutions that are instrumental in monitoring and steering the Group s business as well as on sustainabil- ity issues. In fact, the Board also plays a pivotal role in the approval process of corporate strategies with respect to en- vironmental stewardship, including climate change, and so- cial issues. Within the Board of Directors, three Committees have been established: the  Nomination and Remuneration Committee and the Control, Risks, and Sustainability Com- mittee, both vested with consulting and advisory functions in line with Corporate Governance code, and the  Related Parties Committee in compliance with the applicable legal and regulatory provisions as well as with the related parties procedure adopted by the Company;

the Board of Statutory Auditors oversees, inter alia, (i) the compliance with the law and Bylaws, as well as observance of the principles of proper management; (ii) to the extent of its competence, the suitability of the Company s organisa- tional structure, internal control system, and administra- tive accounting system, as well as the reliability of the latter in correctly representing management operations; (iii) the methods of concrete implementation of the corporate gov- ernance rules envisaged by the codes of conducts to which the Company adheres; and (iv) the effectiveness of the in- ternal audit and risk management system, the auditing of accounts, and the autonomy of the external auditor;

the Independent Auditors carry out the statutory auditing of accounts. They are appointed by the Shareholders Meeting upon proposal of the Board of Statutory Auditors. The exter- nal auditor operates independently and autonomously and therefore does not represent either the minority or majority of shareholders. The statutory auditing of accounts for the nine-year period 2013-2021 was entrusted to the auditing firm KPMG S.p.A. and it has been conferred on the auditing firm Deloitte & Touche S.p.A. for the financial years 2022- 2030.

Moreover, besides the Internal Control and Risk Management Sys- tem (ICRMS) adopted by Moncler, a supervisory Body was estab- lished with the task of ensuring the effectiveness and adequacy of Moncler s mechanisms and internal controls, as well as of the or- ganisational and management model pursuant to and for the pur- poses of Legislative Decree 231/2001 adopted by the Company, reporting on its implementation. The supervisory Body consists of three members: 2 external (including the President) and 1 internal.

In addition to the supervisory Body, the Compliance Func- tion (which operates as a Level II control function), the Internal Au- dit Function (which operates as a Level III control function), the Director in charge of the SCIGR, the Control, Risks and Sustain- ability Committee and the Board of Statutory Auditors play an im- portant role within the SCIGR among others.

The Chairman and Chief Executive Officer, Remo Ruffini, is also assisted by a Strategic Committee, which has advisory func- tions in the definition and implementation of Group strategy en- suring consistency and the sharing of Moncler s guiding values. The areas of competence of the Strategic Committee include the review of the business plan and the sustainability plan and all strategic decisions including, by way of example, those relating to the development of the distribution network, marketing plans, investments, entry into new markets and environmental and so- cial initiatives.

At 31 December 2021, Moncler s Board of Directors consist- ed of 12 members, of whom 8 were independent. With regard to the powers assigned within the Board, there were 3 Executive and 9 Non-Executive Directors (8 of whom independent). Moncler be- lieves that a Board of Directors composed of members with diverse skills, professional experience, and cultural backgrounds as well as of different ethnicity, gender, and age, can enable the Group, operating at international level, to take the best decisions possible.

The Board of Directors and the Board of Statutory Auditors, recognising the importance of the complementarity of experienc- es and skills for the proper functioning of the corporate bodies,

BOARD OF DIRECTORS REPORT76 77 MONCLER GROUP

2021BOARD OF DIRECTORS REPORT